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CORRESP
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      Unassociated Document

      John
        B. Devlin

      Vice
        President, Treasurer and Chief Financial Officer

      June
        30,
        2005

      Mr.
        John
        Hartz

      Senior
        Assistant Chief Accountant

      SECURITIES
        AND EXCHANGE COMMISSION

      Division
        of Corporation Finance

      Washington,
        DC 20549

      Re:
        Raytech
        Corporation

      Form
        10-K
        For the Fiscal Year Ended January 2, 2005

      File
        No.
        1-9298

      Dear
        Mr.
        Hartz:

      The
        following information is in response to your comment letter dated June 8,
        2005
        pertaining to Raytech Corporation’s Form 10-K for the fiscal year ended January
        2, 2005. Our responses are organized in the same order and format as your
        inquiries.

      General

              1.

                Where
                  we request additional disclosures or otherwise revisions, please
                  show us
                  in your response what the revisions will look like. Include the
                  revisions
                  in your future filings.

      We
        have included, where appropriate, the revision in our responses that follow.
        Future filings will include these revisions or additional disclosures as
        appropriate.

              2.

                We
                  note that you have not filed your form 10-Q for the period ended
                  April 3,
                  2005. We may raise additional comments after review of that form
                  10-Q.

      The
        Company filed its form 10-Q for the period ended April 3, 2005 on June 20,
        2005.
        Where appropriate, we have enhanced our disclosures in this report in response
        to the comments raised in your letter. We would be pleased to discuss any
        questions that you have regarding this report.

      Liquidity,
        Capital Resources and Future Liquidity, page 23

              3.

                Provide
                  a more detailed description of activities that provide or use cash
                  in
                  operating, investing and financing activities. In the discussion
                  of
                  operating cash flows, address the impact of and reasons for changes
                  in
                  working capital components.

      We
        do not believe that the disclosure in our 10-K was deficient. However we
        do
        believe that our disclosure could be enhanced and have provided an example
        of
        the enhanced disclosure below.

      Net
        cash provided by operating activities was $.1 million in 2004 compared to
        $5.5
        million in 2003. The primary reason for the decrease in net cash provided
        by
        operating activities was an increase in working capital. Accounts receivable
        were $27.5 million at January 2, 2005 compared to $24.7 million at December
        28,
        2003, an increase of $2.8 million. The increase in accounts receivable was
        due
        to increased sales volume, days sales outstanding were 44 days at both January
        2, 2005 and December 28, 2003. Inventories were $39.6 million at January
        2, 2005
        compared to $30.9 million at December 28, 2003, an increase of 8.7 million.
        The
        increase in inventory was principally in the Domestic Wet Friction segment
        where
        inventory values were impacted by the increased price of steel, increased
        production in response to increased sales volume and a build up in anticipation
        of the closure of the Sterling Heights, MI facility during 2005. Inventory
        levels in the Domestic Wet Friction segment were also negatively impacted
        by
        production flow inefficiencies at the Crawfordsville, IN facility. The Company
        will focus on evaluating and implementing strategies to improve the production
        process and performance of the Crawfordsville, IN facility during
        2005.

      Net
        cash used by investing activities was $7.2 million in 2004 compared to $11.7
        million in 2003, a decrease of $4.5 million. Capital expenditures were $2.3
        million lower in 2004 compared to 2003 principally as a result reduced spending
        in the Domestic Wet Friction segment, where as a result of a facilities
        utilization review, the Company decided to close its production facility
        located
        in Sterling Heights, MI. During 2004, the Company began a third expansion
        of its
        operations in China. When completed, the new facility in China will increase
        our
        capacity, positioning us to take advantage of the growing market within China
        as
        well as to increase our exports from China. The expected cost of the expansion
        project is $1.9 million, with $.9 million expended during 2004 and the remainder
        to be expended during 2005. Additionally, restricted cash increased by $.4
        and
        $2.8 million during 2004 and 2003, respectively as a result of tax refunds
        received by the Company that will be paid to the PI Trust at a future
        date

      Net
        cash provided by financing activities was $3.9 million in 2004 compared to
        $2.2
        million in 2003, an increase of $1.7 million as a result of increased borrowing
        activity year over year. Full details of the Company’s debt are presented in
        Note 8 - Debt to the Consolidated Financial Statements.

      We
        will provide enhanced discussion of the activities that provide or use cash
        in
        operating, investing and financing activities, similar to the above, in future
        filings.

      Consolidated
        Statements of Operations, page 31

              4.

                It
                  is not clear to us why you have classified loss on disposal of
                  equipment
                  as a non-operating expense. See paragraph 45 of SFAS 144. Please
                  advise,
                  or revise.

      We
        will report gains and/or losses from the disposal of equipment as a component
        of
        operating income or loss in future reporting.

              5.

                It
                  is unclear to us why you have presented a measure in your income
                  statement
                  “(Loss) income before environmental claims, income taxes and minority
                  interest”. This presentation implies that environmental claims are
                  extraordinary. In future filings you should eliminate this separate
                  classification.

      We
        will not present the measure “(Loss) income before environmental claims, income
        taxes and minority interest” in future reporting.

      Consolidated
        Statements of Cash Flows, page 33

              6.

                In
                  future filings, if material to an understanding of your liquidity,
                  please
                  report gross amounts of cash receipts and payments pertaining to
                  short-term notes providing that the original maturity date of the
                  asset or
                  liability is three months or less as stated in paragraph 13 of
                  SFAS
                  95.

      We
        have periodically reviewed the nature of our short term borrowings and have
        determined that the nature of these borrowings meet the exception to the
        SFAS 95
        requirement for gross reporting. We base this conclusion on the guidance
        provided by paragraph 12 of SFAS 95 which states:

      “For
        certain items, the turnover is quick, the amounts are large, and the maturities
        are short. For certain other items, such as demand deposits of a bank and
        customer accounts payable of a broker-dealer, the enterprise is substantially
        holding or disbursing cash on behalf of its customers. Only the net changes
        during the period in assets and liabilities with those characteristics need
        be
        reported because knowledge of the gross cash receipts and payments related
        to
        them may not be necessary to understand the enterprise’s operating, investing or
        financing activities.“

      The
        only significant short term debt for which we have reported net cash receipts
        and payments, based on the definition provided in paragraph 13 of SFAS 95,
        is
        our domestic revolving line of credit. The net activity related to our domestic
        line of credit during 2004 was the additional borrowing of $7.2 million.
        The
        revolving line of credit agreement stipulates that repayment is made via
        deposit
        of all payments on qualified accounts receivable to a blocked account or
        lockbox; the amounts deposited to this blocked account or lockbox are the
        property of the lender. As a result all of the Company’s collections of trade
        accounts receivable are remitted directly to the lender and the Company funds
        its cash requirements by drawing down on its revolving line of credit.

      We
        do not believe that reporting the gross amounts of cash receipts and payments
        on
        our revolver is material to an understanding of our liquidity based on the
        nature of these borrowings, specifically the quick turnover and large amounts
        of
        activity.

      Accruals
        for Environmental Matters, page 36

              7.

                Given
                  the nature of your industry, please confirm that you have implemented
                  SFAS
                  143, “Accounting for Asset Retirement Obligations”. Provide us with a
                  brief description of the impact that SFAS 143 has had on your financial
                  statements. Notwithstanding materiality, quantify the impact on
                  your
                  assets and liabilities and accretion and depreciation. If you believe
                  that
                  the impact is immaterial, please support your
                  conclusion.

      SFAS
        143, “Accounting for Asset Retirement Obligations” requires the recognition of a
        liability for an asset retirement obligation in the period in which the
        liability is incurred if a reasonable estimate of the obligation can be made.
        This statement applies to legal obligations associated with the retirement
        of a
        tangible long-lived asset that result from the acquisition, construction
        or
        development and/or normal operation of a long-lived asset. An environmental
        remediation obligation that results from the improper use of an asset is
        specifically excluded from the scope of SFAS 143.

      We
        have considered the guidance provided in SFAS 143 and determined that although
        the Company has environmental issues of long standing, those issues stem
        from
        past practices that have been discontinued or modified and do not qualify
        for
        the treatment prescribed by SFAS 143 relating to the normal operating of
        existing assets. The Company’s current operations do not result in unavoidable
        and predictable contamination that would result in a legal obligation to
        perform
        decontamination activities when the plant or equipment is retired.

      The
        environmental issues that the Company is currently dealing with are principally
        the result of the contamination caused by the release of lead and/or
        polychlorinated biphenyls (“PCBs”) to the ground. This contamination was the
        result of the release of materials containing lead and/or PCBs, prior to
        the
        Company becoming aware of the environmental implications of these materials.
        This contamination was not the unavoidable result of the normal operation
        of a
        long-lived asset. We have accounted for the remediation related to these
        instances in accordance with SOP 96-1, “Environmental Remediation Liabilities”.

      We
        have not identified any material asset retirement obligations as defined
        by SFAS
        143. Where we have been held liable for the inadvertent contamination of
        the
        environment, we have accounted for the remediation liability under the guidance
        of SOP 96-1.

      Warranties,
        page 36

              8.

                Please
                  clarify for us, and include in future filings, when you record
                  warranty
                  accruals on your books and how you determine those
                  amounts.

      The
        Company provides certain warranties relating to the quality and performance
        of
        its products. The Company maintains product liability insurance that covers
        personal injuries and property damage alleged to have been caused by defective
        products. In certain instances the Company also maintains product recall
        insurance.

      Warranty
        claims have historically been insignificant due to the quality of the Company’s
        products and the possibility that other parts in the transmission systems
        or
        their interactions may contribute to any system failure. Based on the historical
        warranty claim experience, the Company has not deemed it necessary to accrue
        a
        warranty obligation at the time of sale. However, if a claim is made and
        the
        Company determines that it is probable that the claim is valid and that it
        has
        an obligation, a liability is recorded. If the Company determines that it
        is not
        probable but is reasonably possible that a significant warranty obligation
        has
        been incurred, the nature of the claim and, if available, a range of cost
        is
        disclosed.

      We
        have enhanced our disclosure in our 10-Q filed for the first quarter of 2005
        relating to our policy for the recognition of warranty accruals and will
        continue to include this enhanced disclosure in future
        filings.

      Revenue
        Recognition, page 39

              9.

                We
                  note that the Company has fixed price contracts with certain customers
                  where the cost exceeds the selling price of the product. Please
                  provide
                  the following information as enhanced disclosures in future
                  filings:

              -

                Total
                  losses recorded in the years shown relating to these
                  situations;

              -

                Typical
                  contract terms are and how far in advance orders are
                  received;

              -

                Types
                  of costs included in your loss estimates. We assume based on costs
                  included in inventory under GAAP. Describe the indirect costs you
                  include
                  in inventory and any other costs you may include when you calculate
                  the
                  loss.

              -

                The
                  kinds of indirect costs that may be included that are fixed in
                  nature,
                  which are allocated to inventory.

      We
        agree and have enhanced our MD&A and footnote disclosure in our first
        quarter 2005 10-Q and will provide enhanced disclosure in future filings
        similar
        to the following:

      The
        Domestic O