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JOY GLOBAL INC.

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

        March
2, 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 February 11, 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

Risk Factors – Page
6

The cyclical nature of
our original equipment manufacturing business… – Page 6

               1.

               Please revise to quantify the significant impact that cyclicality has had on
               your business, results of  operations, and financial condition.

The
Company has revised its registration statement as requested by the Staff. Please see page
6 of the amended S-3.

We operate in a highly
competitive environment – Page 7

               2.

               In order to demonstrate the risk to investors, please revise to cite specific
               examples of the “significant  competitive pressures” you face.

The Company has revised its registration statement as requested by the Staff. Please see page
7 of the amended S-3.

Exhibits

               3.

               We note your indication that you will file a deposit agreement by
               post-effective amendment or by means of  filing a Form 8-K to be
               incorporated by reference. Because you may not register depositary shares
               without  filing a deposit agreement or form of deposit agreement prior to
               effectiveness, please revise your filing to  include the agreement or
               form of agreement as an exhibit.

As
requested by the Staff’s comment, the Company has filed a form of deposit agreement
as an exhibit to its amended Form S-3. Please see Exhibit 4.13.

4.

Please
add the form of subsidiary guarantee as an exhibit to your           registration
statement.

As
requested by the Staff’s comment, the Company has filed a form of each of the senior
subsidiary guarantee and subordinated subsidiary guarantee as exhibits to its amended Form
S-3. Please see Exhibits 4.35 and 4.36.

Exhibit 5.1

               5.

               Please supplementally confirm to us, if true, that the Stock Warrants, the
               Debt Warrants, the Purchase  Contracts, the Units and the Deposit
               Agreement will be governed by New York or Delaware law. Alternatively,
               please revise the opinion to clarify that counsel’s opinion extends to
               the laws of the states whose laws will  govern those documents.

The
Company confirms that the Stock Warrants, the Debt Warrants, the Purchase Contracts, the
Units and the Deposit Agreement will be governed by New York or Delaware law.

               6.

               Please revise to eliminate the statement that counsel is admitted to practice
               law in Illinois and the District  of Columbia. Although we may not object
               if counsel elects to opine on laws of states other than the
               jurisdictions in which counsel is admitted to practice, the opinion may not
               state or imply that counsel is not  admitted to practice in those other
               states.

As
requested by the Staff, the opinion has been revised. The opinion has been further revised
to state that it has been rendered in reliance upon the opinions of Wisconsin and Ohio
counsel filed as Exhibits 5.3 and 5.4.

               7.

               Please delete your statement that “issues addressed by this letter may
               be governed in whole or in part by other  laws, but [you] express no
               opinion as to whether any relevant difference exists between the laws upon which
                [your] opinions are based and any other laws that may actually
               govern,” and revise the opinion to clarify that  counsel is opining
               on those other laws that may actually govern.

As
requested by the Staff’s comment, the opinion has been revised to delete the
statement and clarify the scope of the opinion.

               8.

               We note that counsel expresses no opinion as to the potential liability of
               holders of any security with respect  to wage claims of, or other debts
               owing to, employees of the Company for services performed, to the extent
               provided by Section 180.0622(2)(b) of the Wisconsin Business Corporation Law.
               Please delete this statement as  it appears to be inconsistent with
               counsel’s opinion that the common and preferred shares being registered
               will  be, when issued, non-assessable.

The
opinion has been revised to delete the existing statement and clarify in the first
numbered paragraph of the opinion that this feature of Wisconsin law is an exception to
the non-assessability of the Common Stock and Preferred Stock. The Company notes that the
potential liability itself arises out of Wisconsin law and is outside the control of the
Company (for so long as the Company maintains its headquarters in Wisconsin), and
therefore any opinion encompassing Wisconsin law cannot express a conclusion regarding the
non-assessability of a security without incorporating this limitation. The Company has
filed as an exhibit to the registration statement an opinion of Wisconsin counsel
reflecting this exception.

               9.

               We note counsel’s disclaimer of any obligation to advise of any change
               in any source of law or subsequent legal  or factual developments that
               might affect any matters or opinions set forth in the legal opinion. This
               language appears to be inconsistent with your response to comment 7. Please
               delete this language from the  opinion and confirm our understanding that
               you will file a clean, unqualified legal opinion in connection with  each
               takedown of securities. In addition, if counsel intends to rely on an opinion of
               New York counsel with  respect to New York law when issuing any future
               unqualified opinions, please also confirm, if true, that a  clean,
               unqualified opinion of New York counsel will be obtained in connection with each
               takedown of securities.

The
Company confirms that it will file a clean, unqualified legal opinion or opinions
(including, if applicable, a clean, unqualified opinion of New York counsel) in connection
with each takedown of securities. However, such opinions may be rendered by another
individual attorney employed by the Company or by an outside law firm engaged by the
Company. The Company respectfully notes that the statement disclaiming an obligation to
advise of any change in law or subsequent legal or factual developments is a virtually
universal feature of opinion practice, intended primarily to alert the reader to the fact
that the rendering of an opinion does not encompass the opinion giver’s commitment to
update that opinion. The Company further respectfully submits that its obligation to file
a current opinion in connection with each takedown properly addresses any concerns that,
at the time of each such takedown, there should exist an opinion that reflects any change
in any source of law or legal or factual developments subsequent to the opinions currently
being filed.

               10.

               Please revise the penultimate paragraph of the opinion to eliminate the
               inappropriate implication that  purchasers of the registered securities
               may not rely on the opinion.

The
Company respectfully notes that the opinion does not state that purchasers of the
registered securities may not rely on it, but merely limits the scope of the reliance by
any person, including such purchasers, to purposes relating to the filing of the
registration statement, such as the sale of securities thereunder. By way of hypothetical
example, persons acquiring securities from the Company in a future private placement,
whether or not such persons are also purchasers of securities registered under the
registration statement, should not rely on this opinion for the purposes of any such
private placement.

Exhibit 5.2

               11.

               Because the guarantees that may be issued by the subsidiary guarantors appear
               to be governed by New York law,  please revise the New York law opinion
               so that it also addresses those guarantees.

As
requested by the Staff’s comment, the New York law opinion has been revised.

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

Management’s
Discussion and Analysis

Results of Operations

2004 Compared with 2003

               12.

               We note your response to comment 22. Please revise future filings to clarify
               the term “activity levels” as  explained in your response and
               quantify the change from period to period in each of components (1) through (4)
                where possible and material to your results of operations.

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

Controls and Procedures

               13.

               We note your proposed disclosure in response to comments 26 through 32.
               Please revise to disclose any changes  to your internal control over
               financial reporting that occurred during your fourth quarter of fiscal 2004 that
                materially affected, or that are reasonably likely to materially affect,
               your internal control over financial  reporting or supplementally confirm
               to us, if true, that no such changes occurred.

The
Company confirms that no change to its internal control over financial reporting occurred
during the fourth quarter of fiscal 2004 that materially affected, or that is reasonably
likely to materially affect, its internal control over financial reporting.

Financial Statements

Note 2. Significant
Accounting Policies

Revenue Recognition

               14.

               We note your response to prior comment 41. Given the long-term nature of the
               life-cycle service contracts,  please consider whether you should make
               more detailed disclosure (possibly under critical accounting policies)
               about how you account for these arrangements, including more detail about the
               extent to which the accounting  relies on estimation. We see, for
               instance, that the contracts are dependent on long-term estimates of
               maintenance requirements. To the extent material, it appears that you should
               also more fully address your  exposure to losses under these
               arrangements.

Pursuant
to the Staff’s comment, the Company proposes to revise the related disclosure in Item
7 and in Note 2 to the Consolidated Financial Statements contained in Item 15 of its 2004
Form 10-K as shown on the attached Exhibit A.

               15.

               Refer to your response to prior comment 44. When and if significant, future
               filings should include disclosure  about how you value and account for
               multiple element arrangements. Refer to paragraph 18 of EITF 00-21.

The
Company confirms that, if and when significant, future filings will include disclosure
about how the Company values and accounts for multiple element arrangements.

               16.

               Refer to your response to prior comment 46. When and if significant, future
               filings should include revenue  recognition disclosure regarding agency
               relationships accounted for under EITF 99-19.

The
Company confirms that, if and when significant, future filings will include revenue
recognition disclosure regarding agency relationships accounted for under EITF 99-19.

Note 21. Segment
Information

               17.

               We see your proposed changes in response to prior comment 51. However, it is
               not clear that the revised  disclosures conform to the requirement from
               paragraph 38b to FAS 131. For instance, how can long-lived  tangible
               assets be more than $1 billion as of October 30, 2004? It appears that more than
               long-lived tangible  assets are included in the total. Either revise or
               advise.

Pursuant
to the Staff’s comment, the Company proposes to revise Note 21 to the Consolidated
Financial Statements contained in Item 15 of its 2004 Form 10-K as shown on the attached
Exhibit B.

               18.

               As a related matter, we see that when you revised the enterprise wide
               geographic disclosure (FAS 131, paragraph  38b) you also revised the
               segment asset disclosure (FAS 131, paragraph 31) so that the year-end totals no
                longer agree to total assets from your balance sheet. Accordingly, you
               should revise to also provide the  reconciliation called for by paragraph
               32(c) of FAS 131.

The
Company has determined that its revisions to the business segment asset disclosure
reflected in Exhibit D to our letter of January 31, 2005 were not necessary to comply with
either FAS 131 or the Staff’s prior comments, and therefore proposes not to amend the
business segment asset disclosure in its 2004 Form 10-K. As a result, the year-end totals
in the Company’s business segment asset disclosure will agree to total assets from
the Company’s balance sheet, thereby eliminating the need for a reconciliation.
Accordingly, the only change to the segment disclosure in the Company’s originally
filed 2004 Form 10-K would be the revisions to the geographical segment asset disclosure
made in response to the Staff’s comment number 17, as described in the response to
that comment above.

     _________________

        The
Company hopes that the foregoing has been responsive to the Staff’s comments.

        If
you have any questions related to this letter, please contact either me at 1-414-319-8512
or Keith Crow of Kirkland & Ellis at 1-312-861-2181. Please send any further comments
via facsimile to me at 1-414-319-8520 and Keith Crow at 1-312-861-2200.

     Sincerely,

Oren B. Azar

Associate General Counsel and Secretary

cc:

Keith S. Crow, Esq.
John Jennings, Esq.