SecProbe.io

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VIA FACSIMILE
										September 26,
2005
David Mathieson
Vice President and Chief Financial Officer
Brady Corporation
6555 West Good Hope Road
P.O. Box 571
Milwaukee, Wisconsin 53201-0571

Re:	Brady Corporation
	Registration Statement on Form S-3
      Filed September 1, 2005
	File No. 333-128023

Dear Mr. Mathieson:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Conversion and Exchange, page 8

1. With respect to the debt securities, be advised that the
convertible securities may not be issued for "other securities"
that
have not been registered under this registration statement unless
the
convertible securities exercisable for such other securities are
not
legally exercisable immediately or within one year of the date of
sale
of the convertible securities.  All of the underlying classes of
securities to which the convertible securities relate must be
identified in the registration statement, including the fee table.

Exchange of Debt Securities, page 9

2. We note that the disclosure in this section appears to
contemplate
the exchange of outstanding securities for securities to be
offered
through this prospectus.  Please note that Form S-3 is not
available
for such exchange transactions.  In this regard, please see the
transaction requirements in Part I.B. to the general instructions
to
Form S-3.

Plan of Distribution, page 16

3. The prospectus states that the offering of common stock may
include
sales by selling shareholders.  Securities that are registered on
Form
S-3 pursuant to general instruction II.D. of Form S-3 must be
offered
pursuant to general instruction I.B.I. or I.B.2. of Form S-3,
which
relate to primary offerings by the issuer.  The unallocated shelf
procedure may not be utilized by selling shareholders.  However,
please note that a secondary offering may be included in the
registration statement provided the class of securities, number of
securities, offering price and fee payable with respect to such
secondary offering are separately allocated in the fee table, and
the
selling shareholders are identified.

4. Rule 415(a)(4) requires that in an "at the market" equity
offering
by the registrant, the underwriter must be named in a prospectus
that
is "part of the registration statement."  If the registration
statement becomes effective without naming the underwriter, please
confirm supplementally that a post-effective amendment will be
filed
for this purpose.  Please also confirm that any take downs of
voting
stock from the shelf will comply with the aggregate market value
limit
imposed by Rule 415(a)(4).

Legal Opinion

5. We note your qualification in the last paragraph that the
common
stock to be issued will be non-assessable subject to the personal
liability which may be imposed on shareholders by Section
180.0622(2)(b) of the Wisconsin Business Corporation Law.
However,
please clarify whether, given this qualification, the security
holder
is liable for additional assessments or calls on the security by
the
issuer or its creditors solely because of security holder status.
Also, you are reminded that an unqualified legality opinion is
required with every takedown of securities registered under this
registration statement.  You may file the clean opinions pursuant
to
Rule 462(d) or on Form 8-K.

Closing Comments

As appropriate, please amend your registration statement in
response
to these comments.  You may wish to provide us with marked copies
of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Craig Slivka, Staff Attorney at (202) 551-
3729,
or in his absence Lesli Sheppard, Senior Staff Attorney, at (202)
551-
3708 with other questions.

      							Sincerely,

      							Pamela A. Long
      							Assistant Director

CC:	Hoyt R. Stastney, Esq.
	(414) 277-5000
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Mr. David Mathieson
Brady Corporation
Page 1 of 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE

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