SecProbe.io

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					September 7, 2004

via U.S. mail and facsimile

Mr. Gregory J. Rau
President and Chief Executive Officer
111 South Rohlwing Road
Addison, Illinois 60101

	Re:	Minuteman International, Inc.
		PREM14A filed August 5, 2004
		File No.  000-15582

		Schedule 13E-3 filed August 5, 2004
		File No. 005-39423

Dear Mr. Rau:

	We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
documents
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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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 on any other
aspect
of our review.  Feel free to contact us at the telephone numbers
listed at the end of this letter.

Preliminary Proxy:
1. Please state the consideration of $13.75 per share in item 1 of
the proxy card.
2. We note that in item 2 of the proxy card, you solicit
permission
to vote shares to adjourn or postpone a meeting in order to
solicit
additional proxies.  As Hako appears to own sufficient shares to
approve the transaction, it is unclear why you are soliciting this
vote.  Please revise to remove this item, or provide an
explanation
in your proxy statement why you are soliciting a vote on this
matter.

Closing Comments

	As appropriate, please amend your filings 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 supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require.
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.

      Please direct questions to Tamara Brightwell at (202) 824-
5221
or Chris Edwards at (202) 942-2842.  In this regard, please do not
hesitate to contact me at (202) 942-1950.

								Sincerely,

								Pamela A. Long
								Assistant Director

cc:	John F. Cox
	Jenner & Block LLP
	One IBM Plaza
	Chicago, Illinois 60611-7603

	Patrick J. Maloney, Esq.
	Bell, Boyd & Lloyd LLC
	70 West Madison Street, Suite 3100
	Chicago, Illinois 60602
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Mr. Gregory J. Rau
Minuteman International, Inc.
September 7, 2004
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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