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[JENNER&BLOCK Letter Head]

September 14, 2004

Jenner & Block LLP

Chicago

601 Thirteenth Street, NW

Dallas

VIA HAND DELIVERY AND EDGAR

Suite 1200 South

Washington, DC

Washington, DC 20005-3823

Tel 202 639-6000

www.jenner.com

Tamara
Brightwell

Special Counsel

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549-0306

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
Ms. Brightwell:

        On
behalf of Minuteman International, Inc. ("Minuteman"), we are responding to the letters dated September 3, 2004 and September 7, 2004 setting forth the comments
of the Staff of the Division of Corporation Finance on Minuteman's above-referenced filings. For the Staff's convenience, we have set forth below the Staff's comments in italics followed by
Minuteman's response. We are also providing you five marked copies of each of the filings to facilitate your review.

Responses to Letter Dated September 3, 2004

Preliminary Proxy:

Vote Required, page 2

1.Please state, if true, that Hako is expected to vote all of its shares in favor of the merger and that the merger will therefore be
approved.

In
response to your comment, we have added a sentence under the section "Vote Required" on page 2 of the proxy statement stating that Hako is expected to vote all of its shares in favor of the merger
and that Hako's vote in favor of the transaction will be sufficient for approval of the merger agreement and the merger. We have also added this sentence under the subheading "Vote Required" on page
56 of the proxy statement.

Conditions to the Merger, page 5

2.Clarify, if true, that approval of the merger agreement and the merger by Minuteman's shareholders is a condition that is likely to be satisfied, as Hako owns a
sufficient percentage of shares necessary to approve the transaction and a separate vote of unaffiliated shareholders will not be held. Please also add that a condition to the transaction is that the
holders of no more than 10% of the outstanding shares of the company exercise dissenters' rights.

In
response to your comment, we have added a sentence under "Conditions to the Merger" on page 5 of the proxy statement to clarify that the condition requiring approval of Minuteman's shareholders is
likely to be satisfied because Hako owns a percentage of shares sufficient to approve the transaction and a separate vote of unaffiliated shareholders will not be held. We have also added this
sentence under the heading "Conditions—Mutual Closing Conditions" on page 63 of the proxy statement.

In
addition, we have added a sentence under "Conditions to the Merger" on page 5 of the proxy statement describing the condition that the holders of no more than 10% of the outstanding shares of the
company exercise dissenters' rights.

Background of the Merger, page 10

3.Please elaborate on the reasons why Hako and Prof. Dr. Eckart Kottkamp determined to begin discussions with the company in March 2003 to privatize
Minuteman. Please also elaborate on the methods of privatizing the company that were discussed.

In
response to your comment, we have added a new third paragraph at the beginning of the section "Special Factors—Background of the Merger" on page 10 of the proxy statement, as follows:

        These
discussions were initiated by Hako's and Minuteman's management based on their belief that Minuteman and its shareholders were being adversely affected by the cost to Minuteman and
the burden on management of being a public company, the lack of analyst coverage or significant institutional investor interest in Minuteman, the fact that Minuteman's shares continued to be thinly
traded on the open market, the trend toward globalization within Minuteman's industry and Minuteman's lack of a global reach, and increased competitive pressure within Minuteman's industry on
companies of Minuteman's size and with Minuteman's resources. The discussions at this time concerning the form of a possible going private transaction were general in nature. However, Hako indicated
at all times that it was only interested in a going private transaction in which Hako would increase its ownership stake in, and direct control of, Minuteman. As a result, the sale of Minuteman or its
assets to a third party, any similar transaction or a liquidation of Minuteman was neither reviewed nor discussed.

4.Please explain in more detail why it was determined that Mrs. Rau would not retain an equity interest in the company after the
transaction.

In
response to your comment, we have added disclosure to page 10 of the proxy statement to clarify that Mrs. Rau determined that she would not retain an equity interest in the company due to
the disadvantages of holding a minority equity interest in a privately held company and the advantages of further diversifying her investment portfolio.

5.We note that Bell Boyd provided Mr. Rau with memoranda concerning the transaction in August and November 2003, as well as various other
informational materials concerning a going-private transaction. Please advise as to what consideration was given to whether these materials are reports materially related to the transaction that
should be described and filed in accordance with Items 9 and 16 of Schedule 13E-3 and Items 1015 and 1016 of Regulation M-A.

Bell,
Boyd & Lloyd LLC ("Bell Boyd"), counsel to Hako, and we do not believe that either the Bell Boyd draft memorandum of August 2003 (the "August 2003 Memorandum") or the Bell
Boyd
memorandum of November 2003 (the "November 2003 Memorandum" and together with the August 2003 Memorandum, the "Memoranda") constitute a report, opinion or appraisal from an
outside party that is "materially related" to the merger.

The
Memoranda were both prepared by Bell Boyd as preliminary informational documents for Hako's and Minuteman's senior management, none of whom had any significant experience with going private
transactions involving United States publicly-traded companies. The November 2003 Memorandum (together with a general timeline for various types of going private transactions) was also
distributed to the members of the Minuteman Board of Directors, to facilitate their understanding of typical going private transactions.

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The
Memoranda reflect counsel's attempt to focus the attention of Hako's and Minuteman's respective management and Minuteman's Board on the process involved in order for Hako to make an offer for the
common stock of Minuteman that it does not currently own. The Memoranda also explain, in basic terms, the possible role of a special committee of the Board of Directors in the process of a going
private transaction, and contain a very basic outline of the steps that would be required following the acceptance of any offer by such a special committee.

6.In your discussion of the November 13, 2003 board meeting, please disclose the possible actions that Minuteman considered to enhance shareholder value
and the various issues that were relevant to the going-private transaction.

The
November 13, 2003 board meeting focused on the challenges for enhancing shareholder value presented by the relative illiquidity and narrow trading range of Minuteman's common stock and the
costs of remaining a public company. In light of Hako's intention not to dispose of its beneficial ownership in Minuteman, no specific options other than a possible going private transaction with Hako
were considered at the meeting by the Board. Accordingly, we have revised the referenced disclosure on page 11 to read:

        On
November 13, 2003, at a regularly scheduled Board meeting, the Board discussed the challenges of enhancing shareholder value in light of the relative illiquidity and narrow
trading range of Minuteman's common stock and the significant costs attendant on remaining a public company.

7.Please discuss in more detail the preliminary results of Houlihan Lokey's analysis of Minuteman as communicated to the Special Committee on May 21, 2004.
Also discuss in more detail how the passage of time affected the analysis it provided to the Special Committee on July 7, 2004. We note that except for the passage of time and change in the
consideration offered, this analysis was consistent with the May 21, 2004 analysis.

Except
for the passage of time and change in the consideration offered, the analysis in the July 7, 2004 presentation was consistent with that in the May 21, 2004 analysis. The July
analysis was updated for changes in stock prices and resulting multiples.

We
have revised the referenced disclosure regarding the May 21, 2004 meeting to include further detail by adding the following sentence:

        Houlihan
briefly discussed the results of its due diligence investigation thus far and the preliminary valuation multiples implied by the offer price, which were generally consistent
with its July 7, 2004 analysis that is described in detail below.

Purpose and Reasons for the Merger; Fairness of the Merger

8.Please ensure that you include a discussion of Hako's reasons for the merger, as required by Item 1013(c) of Regulation M-A. In this regard,
we note the information contained on page 5 in Houlihan Lokey's board book under the heading "Transaction Rationale."

We
note that a discussion of Hako's reasons for the merger, as required by Item 1013(c) of Regulation M-A, appears on page 27 of the proxy statement under the heading "Special
Factors—Hako's Purpose and Reasons for the Merger; Alternatives to the Merger; Effects of the Merger on Hako and Merger Sub." In response to your comment, we have added a new third
paragraph under the heading "Hako's Purpose and Reasons for the Merger; Alternatives to the Merger; Effects of the Merger on Hako and Merger Sub—Reasons" on page 28 of the

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proxy
statement that elaborates on Hako's global business strategy and the rationale for the merger as part of that strategy, as follows:

        Hako
believes that the U.S. and European markets differ significantly and that Hako could not build its market presence in the U.S. through exports alone. While its current ownership of
shares in Minuteman gives Hako a presence in the U.S. market, that presence is constrained by the perception that Minuteman is independent of Hako, the fact that Minuteman has been operated largely
autonomously from Hako, and concerns about possible conflicts of interest between Hako and Minuteman. After the merger, Hako expects that it will be able to integrate Minuteman with its global
operations and strategy, so as to achieve for the combined entity a more balanced presence across global markets, greater coordination in the development and manufacture of products, common
procurement relationships and better procurement pricing as a result thereof, a leveraging of each of Minuteman's and Hako's distribution relationships in the geographical areas in which they are
strongest, and a reduction in the combined entity's sensitivity to currency exchange rate risks.

Determinations and Recommendations of the Special Committee, page 17

9.Please disclose the net book value of the company.

In
response to your comment, we have provided on page 20 of the proxy statement Minuteman's net book value of $11.49 per share as of March 31, 2004, the same date for which the tangible net
book value per share is provided.

10.We note your statement that the special committee concluded that the liquidation value was not a relevant valuation methodology, as they consider the company
to be a viable, going-concern business. Because the board is adopting the special committee's analyses, please explain why liquidation value is not an appropriate basis for comparison to the
consideration being offered in order to determine if that consideration is fair. The fact that the company does not intend to liquidate does not necessarily mean that an analysis using the liquidation
value is not appropriate. In this regard, please refer to Question and Answer No. 20 of Exchange Act Release No. 34-17719 (".. .the absence of an intention to liquidate is
not determinative of whether the discussion should address liquidation values."). Please make similar revisions to the section discussing the reasons for the board's fairness
determination.

We
note the Staff's comment and Question and Answer No. 20 of Exchange Act Release No. 34-17719 and acknowledge the Staff's view that an absence of an intention to liquidate
is not determinative of whether the discussion should address liquidation values. We also note that Answer No. 20 of the Release states that "[t]he factors need be
discussed only to the extent that they are material in the context of the transaction" and that, "[o]rdinarily, possible
alternative courses of action should be discussed.. .." As the transaction at hand is a "true" going private transaction having as its proponent a controlling, majority shareholder that has publicly
and privately stated its lack of interest in selling its ownership stake in Minuteman or engaging in alternative transactions, we do not believe that Minuteman's liquidation value is a relevant
measure in determining the fairness of the merger consideration to the unaffiliated shareholders because liquidation of Minuteman is not, as a practical matter, a possible alternative course of action
available to benefit the unaffiliated shareholders. To clarify this view, the bullet point referenced in the Staff's comment has been revised to read as follows:

•did
not consider the liquidation value of the company to be a relevant measure of valuation given Hako's stated unwillingness to diminish its ownership interest in Minuteman
or to engage in alternative transactions;

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In
addition, the corresponding discussion at the end of the second paragraph appearing under, "—Determinations and Recommendations of the Board of Directors" on page 23 of the proxy
statement has been similarly revised.

11.In reaching the conclusion that the transaction is procedurally fair to unaffiliated stockholders, please state what consideration the special committee gave
to the fact that:

•the company did not conduct any auction or market test of its value;

•Hako was unwilling to consider a transaction in which it would sell its interest to a third party, even if the price and terms of such a transaction
would have been more beneficial to unaffiliated stockholders; and

•the fact that although the company can accept a superior proposal, the likelihood of a superior proposal being received is diminished by the fact
that the board cannot solicit such a proposal, a third party may be less willing to make a proposal because of the expense reimbursement obligation that the company would become subject to, and Hako
has articulated its unwillingness to engage in alternative transactions.

We
have revised our disclosure to address the consideration given by the Special Committee to the facts referred to in this comment by adding the following disclosure under
"—Determinations and Recommendations of the Special Committee" on page 21 of the proxy statement:

The
Special Committee also considered the following potentially negative factors in its deliberations concerning the procedural fairness of the transaction:

•the
fact that Hako, which beneficially owns approximately 68% of Minuteman's outstanding common stock, advised the public and the Special Committee that it was not
interested in selling any of its interest in Minuteman to a third party. The Special Committee recognized that this fact as a practical matter would likely inhibit any otherwise interested third
parties from making an offer to acquire the company or the unaffiliated shareholders' shares of common stock. The Special Committee also understood from consultation with its independent legal
advisors that Hako's status as the majority shareholder of the company does not impose a duty upon Ha