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JOY GLOBAL INC.

100 E. Wisconsin Ave.,
Suite 2780
Milwaukee, WI 53202

     January 31, 2005

VIA EDGAR SUBMISSION

Securities and Exchange
Commission
Division of Corporate Finance
450 Fifth Street, NW.
Washington, D.C. 20549
Attention:
 Mary Beth Breslin

Re:      Joy
Global Inc.
           Form S-3 filed December 23, 2004
           (SEC File No. 333-121569)

           Joy Global Inc.
            Form 10-K for the
year ended October 30, 2004 and related filings
           (SEC File No. 001-09299)

           Joy Global Inc.
           Form 8-K filed
December 16, 2004
           (SEC File No. 001-09299)

Ladies and Gentlemen:

        On
behalf of Joy Global Inc. (the “Company”) and in response to the letter (the
“Comment Letter”) dated January 21, 2005 from the staff of the Securities and
Exchange Commission (the “Staff”) to the Company, please find below our
responses to the Comment Letter.

        The
numbered paragraphs below set forth the Staff’s comments from the Comment Letter (in
bold type), together with the Company’s responses (in ordinary type), and correspond
to the numbered paragraphs in the Comment Letter.

Form S-3

Where You Can Find More
Information — Page iii

1.
    Please
update the financial statements when required by Rule 3-12 of           Regulation S-X.

The
Company confirms that it will update the financial statements when required by Rule 3-12
of Regulation S-X.

Fee Table

          2.

          Note (4) to the fee table indicates that you are registering an indeterminate
          number or amount of  additional securities issuable upon conversion of,
          in exchange for, or upon exercise of convertible or  exchangeable
          securities as may be offered pursuant to the registration statement Please note
          that at  the time of issuance of those additional securities, you must
          specifically allocate from the remaining  dollar amount of securities
          that may be issued under this registration statement the maximum number or
          amount of additional securities that you believe you may issue upon exercise
          or conversion of the  convertible or exchangeable securities, based on a
          good-faith estimate. If the actual number of  additional securities to be
          issued turns out to be greater than that estimate, you must file another
          prospectus supplement to allocate those additional securities or, if the
          remaining aggregate dollar  amount of securities that may be issued under
          this registration statement is at that time insufficient  to permit such
          allocation, file a new registration statement to register the additional
          securities.  Please revise Note (4) to the fee table accordingly.

The
Company has revised Note (4) to the fee table of the amended Form S-3 pursuant to the
Staff’s comments. The Company will file future prospectus supplements and/or file a
new registration statement to register additional securities as appropriate at the time of
issuance.

Risk Factors — Page
1

          3.

          Please note that Form S-3 does not allow for incorporation by reference of
          risk factors prior to  effectiveness. Please include risk factors in your
          document. We may have further comments.

The
Company has revised its registration statement to include risk factors as requested by the
Staff. Please see the section entitled “Risk Factors” beginning on page 5 of the
amended S-3.

Description of Purchase
Contracts — Page 15

Description of Units
— Page 16

          4.

          We note that purchase contracts and/or units may be composed of third-party
          debt securities. Please  supplementally explain how the distribution of
          those third-party debt securities will be effected in  compliance with
          the registration requirements of the Securities Act.

The
Company intends to distribute only third-party debt securities that are exempt from
registration under the Securities Act. The Company has revised its registration statement
to more accurately reflect this limitation. Please see page 24 of the amended S-3 under
the heading “Description of Purchase Contracts.”

          5.

          We note that you have registered an offering of purchase contracts and units,
          the specific terms of  which are intended to be described in a prospectus
          supplement. Where the offered securities involve the  issuance of a novel
          or complex security, including, for example, any income deposit, enhanced
          income,  enhanced yield or similar securities, we may have comments on
          the disclosure in the prospectus  supplement. In addition, the issuance
          of any novel or complex securities may represent a fundamental  change to
          the information contained in the registration statement and/or a material change
          to the plan  of distribution such that a post-effective amendment would
          be required. If you determine to conduct an  offering of any purchase
          contracts and/or units, you should file a post-effective amendment or submit
           supplementally the prospectus supplement in advance of the offering.

The
Company confirms that it will file a post-effective amendment or submit supplementally the
prospectus supplement in advance of an offering of any purchase contracts and/or units.

Plan of Distribution
— Page 18

          6.

          We note the prospectus refers to the remarketing of securities. Please note
          that, depending upon the  level of involvement by the issuer or its
          affiliates in the remarketing, any offers or sales pursuant to  the
          remarketing may require registration under the Securities Act of 1933. If you
          would prefer that the  staff express its views on this issue at the
          present time, please supplementally provide information  about the
          procedures that will be used and the participants in the remarketing, including
          the role of  the company or its affiliates, if any.

The
Company has noted the potential for registration requirements with respect to the
remarketing of securities and confirms that it is not currently asking the Staff to
express its views on this issue.

Exhibits — Page 25

          7.

          We note your intention to file a number of exhibits, including your legal
          opinion, by amendment. Because  we may have comments on these exhibits,
          please file the exhibits allowing adequate time for their review  prior
          to effectiveness.

The
Company has filed the required exhibits, including the legal opinions, as exhibits to its
amended Form S-3. The Company hereby confirms that it will supplementally file clean
opinions, either in a post-effective amendment or in a Form 8-K, for each takedown.

8.
    Please
provide an updated accountants’ consent with any amendment to the           filing.

The
Company has filed an updated accountants’ consent with its amended Form S-3.

Signatures — Pages
30 — 42

          9.

          Please explain why the registration statement was not dated, and why it does
          not appear to have been  signed by the registrant or co-registrants, or
          by a majority of directors of the registrant and  co-registrants. Please
          ensure that the next amendment is signed and that any power of attorney is
          included with the amendment.

The
Company’s original registration statement on Form S-3 was dated and signed, and
conformed signatures should have been included in the document as Edgarized and filed. The
Company is supplementally providing to the Staff the original signature pages to its Form
S-3, which include powers of attorney.

Form 10-K for fiscal
year ended October 30, 2004

          10.

          We note you have incorporated by reference the information required in Part
          III of the Form 10-K to your  definitive proxy statement on Schedule 14A.
          Please note that you must file the proxy statement  containing that Part
          III information (or file an amendment to your Form 10-K to include that
          information) prior to acceleration of the effective date of the Form S-3.

The
Company filed its proxy statement containing the required Part III information on January
26, 2005.

Business

          11.

          In future filings, please revise to indicate the percentage of your revenue
          derived from any product,  class of product, or service(s) provided that
          materially contributed to your business over the last  three years. See
          Item 101(c)(1)(i) of Regulation S-K. In this regard, we note your November 3,
          2004  presentation at the Goldman Sachs Global Capital Goods Conference
          which indicates that continuous  miners, longwall shearers, and electric
          shovels are “significant product lines.” Furthermore, we note
          from the presentation that aftermarket services constituted at least 70% of
          your total revenues since  fiscal 2001.

As
requested by the Staff’s comment, the Company will make the requested revision in
future filings.

          12.

          In future filings, please provide a more complete description of the
          development of your business during  the year. For example, did you
          introduce, enhance or discontinue products? Did you acquire or sell any
          product lines? Why? In what other ways did your business change materially
          during the year?

As
requested by the Staff’s comment, the Company will make the requested revision in
future filings.

          13.

          Where you discuss the cyclicality of your business, particularly where
          cyclicality is driven by  commodity prices, please expand future filings
          to indicate the portion of your business derived from  sales to specific
          mining industries (such as coal mining, copper mining, etc.).

As
requested by the Staff’s comment, the Company will make the requested revision in
future filings.

          14.

          We note your disclosure in your management’s discussion and analysis
          section regarding “Alliance  Partners” and your attribution of
          a portion of your increase in sales of new surface mining equipment in
          fiscal 2004 to sales of equipment manufactured by your partners.
          Supplementally, with a view toward  disclosure, identify the partners
          with whom you have “Alliance Partner” relationships. Supplementally
           and in future filings, describe the nature of the partnerships and the
          material terms of your  arrangements with these partners.

The
Company has Alliance Partner relationships with the following companies:

     o        AmeriCable Incorporated

o        Berkley Forge and Tool Inc.

o        Carbone of America

o        Cubex

o        Ford Steel Company

o        General Electric Industrial Systems

o        Hensley Industries Inc.

o        Hitachi Mining Division

o        Immersive Technologies Pty Ltd.

o        LeTourneau Inc.

      o        Lincoln Industrial

 o        MacLeans Engineering

 o        MacWhyte

 o        Phillippi-Hagenbach Inc.

 o        Prodinsa Wire Rope

 o        Petro-Canada

 o        Reedrill

 o        Rimex Supply Ltd

 o        Terex Materials Processing &Mining

 o        Wire Rope Industries Ltd.

For
each Alliance Partner, the Company has entered into an agreement or arrangement that
provides it with the right to distribute certain of the Alliance Partner’s products
within specified geographic territories. Specific sales of new equipment are typically
based on a “buy and resell” arrangement or are direct sales from the Alliance
Partner to the ultimate customer with a commission paid to the Company. The type of sales
arrangement is typically agreed at the time of the customer’s commitment to purchase.
The Company’s aftermarket sales of parts produced by its Alliance Partners are
generally made under a “buy and resell” arrangement. In addition, the Company
will typically hold in inventory some of its Alliance Partner’s parts.

Surface Mining Equipment

          15.

          We note your references to “life cycle management” contracts and
          programs. Supplementally and in future  filings, please explain the term
          “life cycle management,” describe the programs you offer, and describe
           the material terms of life cycle contracts. Also explain how life cycle
          contracts “reduce customer  operating risk and guarantee
          productivity levels.”

The
term “life cycle management” refers to the Company’s strategy to maximize
the productivity of its equipment over the equipment’s entire operating life cycle
through the optimization of the equipment, its operating and maintenance procedures and
its upgrade and refurbishment. Each life cycle management program offered by the Company
is specifically designed for a particular customer and that customer’s application of
the Company’s equipment. Under each life cycle management program, the Company
provides the customer with specific aftermarket products and services to support the
equipment during its operating life cycle. In return, the customer pays the Company an
amount based upon hours of operation or units of production achieved by the equipment. The
amount to be paid per unit is determined by the economic model developed by the Company on
a case-by-case basis, and is set at a rate designed to include both the estimated costs to
be incurred by the Company and the Company’s anticipated profit.

The
Company’s life cycle management contracts reduce customer risk by converting part of
the customer’s operating expenses to a relatively fixed cost per unit of production.
The Company is able to manage this risk because of its experience with the equipment and
because its life cycle management contracts generally permit the Company to revise the
terms of such contracts where appropriate due to a change in circumstances. Many of the
Company’s life cycle management contracts guarantee productivity levels in the sense
that they contain one or more productivity level standards to be met by the Company’s
equipment, together with situation-specific financial terms that incentivize the Company
to ensure that such standards are met.

As
requested by the Staff’s comment, the Company will make the requested revision in
future filings.

Raw Materials

          16.

          We note your reliance on single source suppliers for “certain components
          and raw material.” Please  revise future filings to discuss your
          ability to replace these suppliers. Also revise to include an  estimate
          of the portion of your business dependent on the components and material that
          you purchase from  a single source.

As
requested by the Staff’s comment, the Company will make the requested revision in
future filings.

Patents and Licenses

          17.

          In future filings, please indicate the duration of patents held. Also, please
          expand your discussion of  the importance of patents and licenses to your
          business by quantifying the portion of your business that  depends on the
          “significant” patents and licenses in “certain product
          areas.”

As
requested by the Staff’s comment, the Company will make the requested revision in
future filings.

Research and Development

          18.

          We note your disclosure of your research and development costs did not
          include “application  engineering.” Supplementally clarify this
          term and explain why these costs were excluded from the  disclosed
          figures.

The
term “application engineering” refers to design work performed by the
Company’s engineers for the purposes of customizing the Company’s equipment for
a parti