SecProbe.io

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                     [Letterhead of Metaldyne Corporation]

                                                              September 23, 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
September 12, 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 fiscal 2005 10-K once the Staff
completes its review of our responses.

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

Consolidated Statements of Cash Flows, page 53

1.   We note your response to prior comment number four citing the circumstances
     that lead to your recognition of an impairment of fixed assets of $15
     million during fiscal 2004. Please tell us the specific events or changes
     in circumstances which you believe indicated the carrying amounts of such
     fixed assets were no longer recoverable or had become impaired during the
     fourth quarter of fiscal 2004. Also, tell us whether any changes to
     depreciation estimates or amortization periods were considered or resulted
     during your tests for recoverability of such fixed assets. If not, please
     explain why. Refer to paragraphs 8 and 9 of SFAS No. 144. We may have
     further comment upon receipt of your response.

Response: In the course of preparing our 2003 year-end financial statements (and
to clarify, this impairment was recognized in fiscal 2003 not fiscal 2004), we
undertook a process whereby each plant location was required to verify that the
assets listed on their fixed asset registers, including assets previously sold
and leased-back under sale leaseback arrangements, were currently in use, as
well as being used for their intended purpose. This verification process
occurred in 2004 and was initiated based on the findings of selected fixed asset
verification procedures that were being performed as part of the accounting
restatement of 2003 and prior periods.

<PAGE>

In our review of the fixed asset inventories, we determined that there were
assets that had been idled prior to December 28, 2003 primarily due to
cancellation of customer contracts or lack of functionality necessary to perform
current manufacturing processes. Based upon the results of the plant
verifications, we then determined whether the idle equipment could be redeployed
or should be recognized as impaired. For the fixed assets owned by the Company,
and determined to be unusable and not saleable, we concluded the revised value
of the assets based upon a scrap recovery amount. For the leased assets, we
utilized the stipulated loss value as identified in the respective lease
agreements net of any likely sublet proceeds as a basis of estimating the amount
of the liability for the costs to terminate the lease contract in accordance
with SFAS 146.

As part of this process, we attempted to identify the accounting periods in
which a charge should have been recognized for these idle assets by reference to
available documentation reflecting the date of removal from service. Absent such
information to determine a specific accounting period when the charge might have
previously been recognized, we considered this to be most appropriately
reflected in the fourth quarter of fiscal 2003 as the procedures were performed
as part of the process of closing the financial records for the year ended
December 28, 2003.

The aforementioned process focused on previously idled equipment, which
precluded consideration of revised depreciation estimates and amortization
periods for these identified assets (i.e. predominantly these assets were no
longer in service as they had been discovered as previously idled). However,
this undertaking did result in consideration of the applicability of existing
depreciation estimates and amortization periods for other in-use assets with no
indication there were any pervasive factors that would indicate a change was
required in the overall useful lives, salvage values or depreciation methods
utilized by the Company.

2.   Additionally, please revise the notes to your financial statements in
     future filings to include the disclosures required by paragraphs 26 or 47
     of SFAS No. 144, with respect to any impairment charges recognized in your
     financial statements. Although the amounts of the charges may not be
     material in relation to your total assets, they are somewhat material to
     your pre-tax and net earnings for the period in which they are incurred and
     therefore warrant disclosure in the notes to your financial statements.

Response: The Company will incorporate the disclosure requirements of paragraphs
26 and 47 of SFAS No. 144 into the fiscal 2005 Form 10-K MD&A and Note 20
Supplementary Cash Flow Information. Specifically we will include disclosure
stating the amount of the impairment losses, the caption in the income statement
that includes the impairment charge, the segment to which the impairment charges
pertain, and the method or methods used to determine fair value.

Note 11 - Long-term Debt, page 65

3.   We have reviewed your response to our prior comment number 7 in which you
     explain the rational for expensing $1.2 million of the unamortized costs
     associated with the 2003 credit facility amendment in 2004. However, based
     on our review of your response, we are unclear as to how this treatment and
     the treatment used for

<PAGE>

     the additional $1.4 million of fees incurred in 2004 in connection with the
     2004 amendment, complied with the guidance outlined in EITF 96-19, EITF
     98-14, or other applicable accounting literature. Please advise or revise
     as appropriate. If you do not believe the impact of any error in your
     financial statements is material, please provide us with computations
     supporting your response.

Response: At the time of the amendment to the credit agreement, the Company
reviewed the provisions of EITF 96-19 pertaining to the capitalization of costs
associated with credit amendments. Our first step was to determine if the
exchange or modification of the credit agreement should be considered as
substantially different from the original credit agreement. In accordance with
EITF 96-19 guidance, an exchange or modification of a debt instrument is deemed
to be substantially different if the present value of the cash flows under the
terms of the new debt instrument is less than 10% of the remaining cash flows
under the terms of the original instrument. Based upon our analysis, we
determined that the present value of the cash flows pertaining to the
modification of the credit agreement did not exceed the 10% threshold. As such,
we deemed the debt agreement to not be substantially modified. Therefore the
fees associated with the December 2004 amendment to the credit agreement were
then capitalized to be amortized over the remaining term of the amended credit
agreement.

The Company's credit agreement was previously amended in July 2003 to modify the
interest rates and debt covenant provisions. This amendment also included
provisions to permit the acquisition of New Castle at the end of 2003. The fees
associated with the July 2003 amendment were properly capitalized and ratably
amortized. As the December 2004 amendment superseded the interest rate and debt
covenant provisions modified with the 2003 amendment, we determined that a
portion of the unamortized 2003 amendment fees should be written off. Based upon
our review, approximately $1.2 million of the unamortized fees associated with
the July 2003 amendment related to interest rates and debt covenant provisions
and were written off to expense.

In consideration of the Staff's comment, we have concluded that the costs paid
to the lenders and capitalized in 2003 should not have been written off in 2004
as the modification was not substantial under EITF 96-19. However, costs paid to
agents and third parties should have been expensed for these modifications.
These costs amounted to $0.5 million in 2003 and $0.4 million in 2004. The net
effect of these adjustments after consideration of related amortization was $0.5
million in 2003 and $0.4 million in 2004. These amounts are considered
immaterial to the financial statements taken as a whole for the following
reasons: 1) the 2003 amount of approximately $0.5 million represents an
understatement of the consolidated pretax loss of approximately 0.6%, 2) the net
effect of the 2004 adjustments of approximately $0.5 million represents an
overstatement of expense of the consolidated pretax loss of approximately 0.8%
and 3) neither amount reflects a change in the trend of pretax losses, nor has
an effect on our debt compliance or ratios. As the amounts are recorded at the
corporate level, there was no impact on our segment reporting for either year.
We refer you to a supplemental schedule attached hereto as Annex A for the
calculations of impact to the financial statements for the fiscal years ended
December 28, 2003 and January 2, 2005.

The Company will eliminate this disclosure from the fiscal 2005 Form 10-Kas the
impact to the financial statements is deemed immaterial.

<PAGE>

Note 16 - Acquisition, page 73

4.   We note your response to prior comment number ten. Please revise future
     filings to explain why the fair value of the 10% senior subordinated notes
     and the Series A-1 preferred stock is less than their respective stated
     values. Your revised disclosure should discuss how you arrived at the rate
     of return for both the 10% senior subordinated notes and the Series A-1
     preferred stock in similar detail as provided in your response.

Response: The Company will revise its fiscal 2005 Form 10-K to include a
discussion as to why the fair value of the 10% senior subordinated notes and the
Series A-1 preferred stock is less than their respective stated values.
Specifically the disclosure will state the assumptions used to determine the
fair value of both the 10% senior subordinated notes and the Series A-1
preferred stock, the related reduction to the current value at the time of the
acquisition and the ratable recognition of the unamortized accretion in
accordance with the interest method.

Note 20 - Supplementary Cash Flow Information, page 77

5.   We note your response to prior comment number 13 regarding the additional
     loss on disposition of $7.6 million of the two facilities recognized in the
     first quarter of fiscal 2004. Given that you used the third party sales
     price to determine the fair market value of the facilities in your
     impairment analysis performed in the fourth quarter of fiscal 2003, please
     tell why the reacquisition costs, write-off of previously leased equipment
     and the related deferred loss on sale leaseback were not considered in your
     original impairment analysis and explain, why, as a result, the loss was
     not recognized until the first quarter of fiscal 2004. We may have further
     comment upon receipt of your response.

Response: In late 2003, the Company determined that it planned to discontinue
the use of the Bedford Heights, Ohio and the Rome, Georgia facilities, either
through shutdown or outright sale of the facilities as the entities continued to
show deteriorating performance. As of the end of December 2003, the plants were
still in production mode utilizing both the owned and leased assets, and the
Company had not met the criteria in paragraph 30 of SFAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets as required Board approval had
not been obtained at that date. The Company did, however, evaluate the owned
assets under the "held and used" provisions of this standard. With respect to
the leased assets, the reacquisition costs, the write-off of the previously
leased equipment and the related deferred loss on sale leaseback were all
considered part of a lease contract that was still in existence as of the end of
2003 for which the Company had not reached the "cease-use" date as defined in
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities." In January 2004, the Board of Directors approved the sale of the
Bedford/Rome facilities, including the equipment subject to the operating
leases. Because the lease agreement did not provide a clause for sub-leasing the
equipment, we were required to repurchase all of the assets held by the lessor.
Therefore, in accordance with paragraph 16 of SFAS No. 146, the Company
recognized a liability for the stipulated value of the equipment upon reaching
the "cease-use" date in 2004.

<PAGE>

Upon completion of the final sales agreement on February 1, 2004, the Company
repurchased the assets under the lease agreements and ceased using the equipment
under the lease agreement. Thus, the recognition of the loss associated with the
leased equipment occurred at the termination of the lease and completion of the
sales agreement.

In our 2003 Form 10-K, footnote 30 Subsequent Events, we note that on February
1, 2004, the Company sold the business associated with our ownership of its
Bedford Heights, Ohio and Rome, Georgia manufacturing facilities. As part of the
transaction, the Company remitted approximately $6.1 million to buy out the
remaining portion of the equipment that had previously been sold under an
operating lease arrangement by the Company. We believe that this provided the
readers of the financial statements with information that an additional loss
would be recognized with the first quarter 2004 results.

     As certified under Section 906 of the Sarbanes-Oxley Act of 2002, we
acknowledge our responsibility for the adequacy and accuracy of the disclosures
in all filings with the SEC. In addition, we note that staff comments or changes
to disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to this filing; and that 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.

     We believe that this has been responsive to your request for information.
We would be pleased to assist you in any further way that you might require in
connection with your review. You may contact me directly at 734-354-4029.

                                            Very truly yours,

                                            /s/ Jeffrey M. Stafeil
                                            ------------------------------------
                                            Jeffrey M. Stafeil
                                            Executive Vice President and
                                            Chief Financial Officer

<PAGE>

Annex A
                              Metaldyne Corporation
                             Amendment Fee Analysis
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                                                                                            2003                  2004
Amendment fees paid:                                                                      amendment            amendment

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     Lender fees: