SecProbe.io

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Mail Stop 3-5

      February 8, 2005

By U.S. Mail and Facsimile

John R. Murphy
Chief Financial Officer
Accuride Corporation
7140 Office Circle
Evansville, Indiana  47715

Re:	Accuride Corporation
	Form S-1 filed January 10, 2005
	File No. 333-121944

Dear Mr. Murphy:

      We have reviewed your 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.

      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 and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

General
1. We note from your discussion of the various components of the
transactions and offering that you intend to affect a stock split
immediately prior to the consummation of this offering.  Please
give
retroactive effect to this split throughout your document.  Refer
to
the guidance in SAB Topic 4C.
2. Please provide us with any artwork you intend to use prior to
printing the red herrings.  The artwork you present on the inside
front cover of the prospectus should provide clear illustrations
of
your product or business with concise language describing the
illustrations.  Artwork that does not convey the business purpose
or
language that strays beyond a limited scope will not be
appropriate
inside the front cover.  Refer to Section VIII of the Division of
Corporation Finance March 31, 2001 Current Issues and Rulemaking
Projects Quarterly Update available at www.sec.gov.
3. Please update your prospectus to provide accurate disclosure as
of
the most recent practicable date.  For example, we have reviewed
press reports dated January 31, 2005, indicating that on that date
you completed the TTI acquisition and related $950 million of
refinancing transactions.
4. We note that you plan a split of your common stock immediately
prior to the consummation of the offering but before the sale of
shares of your common stock in the offering.  On a supplemental
basis, please tell us your present plans with regard to the split
and
explain to us the underlying business purpose, including whether
and
how it relates to the TTI merger.
5. We note that you completed the Accuride and TTI merger in
January
2005.  On a supplemental basis, please describe the exemption from
registration on which you relied to issue Accuride stock to TTI
stockholders as a result of the merger.  Also, please provide us
with
your analysis as to why the issuance of common stock to
Technologies
Industries shareholders should not be integrated with the public
common stock offering.  Refer to the SEC no-action letter Black
Box
(avail. June 26, 1990).
6. Please confirm your intention to file the employment agreements
with Messrs. Weller and Cirar as material contract exhibits.
Although these agreements are referenced as exhibits in the merger
agreement filed in the December 30, 2004 Form 8-K, they do not
appear
to be included.
7. Please update your filing as required by Rule 3-12 of
Regulation
S-X.
8. Updated accountants consents should be included in any
amendment
to the filing.

Table of Contents
9. Please move the two sections after the table of contents to
appear
in the summary section, or after the summary section.  Generally
there should be no disclosure between the table of contents and
the
summary.

Prospectus Summary, page 1
10. Please delete the disclaimer language in the first paragraph
that
the summary is "qualified in its entirety by..." because the
summary
by its nature should not include such detailed financial
information.
The summary should instead include a concise depiction of the
overall
financial condition of the company.
11. It appears that the summary merely repeats, at length,
information that appears later in the filing.  Please revise for
brevity and balance.  We note, for instance, no discussion of the
company`s substantial level of indebtedness.  To balance
disclosure,
please provide disclosure regarding your debt ratio, for example.

Our Company, page 1
12. In the fourth sentence of the first paragraph, please clarify
the
"major product categories" in which you state you have the number
one
or number two market positions.  Are you referring to the products
listed in the table on page 2, or in the list on page 4, or some
other category of products?  Please make corresponding changes to
the
Business section on page 69 as well.

Our competitive strengths, page 4
13. On a supplemental basis, please tell us the criteria and
framework underlying the "internal market data" you appear to
utilize
in referring to your market position.

Our Strategy, page 6
14. To the extent you discuss your strategy in the summary
section,
please revise disclosure to include a discussion of the risks
associated with the implementation of your business strategy.

Corporate Information, page 7
Our Sponsors, page 7
15. Please delete this section from the summary and move it to the
selling stockholders section and/or the business section.  Please
also revise to focus the disclosure regarding KKR and Trimaran on
the
information that is relevant to this offering and the combined
company going forward, such as the management services agreement
with
each entity and the ownership stake each entity has in the
combined
company.

Summary Historical and Pro Forma Consolidated Financial and Other
Data, page 11

(d) Interest Income (Expense), net, page 11
16. Please revise your description of the gain taken on the note
repurchase in 2000 to remove any reference to this gain as
"extraordinary."  Refer to the guidance in paragraph A4 of SFAS
145.

(c) Cost of Sales and Gross Profit, page 11
17. Supplementally tell us whether the $2.2 million included in
cost
of sales for costs associated with fire damage and resulting
business
interruption is gross or net of insurance proceeds.  If you have
included insurance proceeds in this amount, please also tell us
whether these have been received.  We may have further comment on
your response.

(i) EBITDA Reconciliation, page 12
18. Please revise your presentation to also include the Net Income
to
EBITDA reconciliation for the Pro Forma amounts presented in
tabular
form for the latest year and interim period, as EBITDA on a pro
forma
basis for these periods has been presented on page 11.  This
reconciliation should be similar to the reconciliation presented
on
page 43.

(j) Unusual Items affecting Net Income, page 12
19. We note on page 11, footnote (c), that $0.9 million of costs
associated with a reduction in employee workforce were included in
2002, but that footnote (1) to explanation (j) cites the amount as
$1.2 million. Please explain this difference or revise your
footnote
(1) to explanation (j) for consistency with your explanation (c)
on
page 11.
20. Supplementally explain to us what items comprise the $2.1
million
of "other non-recurring items" described in footnote (5) to
explanation (j).

(f) EBITDA Reconciliation, page 15
21. Please revise your reconciliation to exclude the adjustment
for
Loss on Debt Extinguishment as this item does not appear to be a
non-
recurring item.  Refer to the guidance in FR 65.

Risk Factors, page 17
General
22. Please consider adding a risk factor alerting shareholders to
the
terms of the severance of agreements with members of senior
management.  For example, it appears that some agreements provide
for
severance benefits equal to 300% of the employee`s salary at
termination plus 300% of the greater of annualized incentive
compensation and the average compensation award over the three
years
prior to termination.  To the extent material, you should quantify
the potential costs associated with these agreements and what
impact
such costs would have on your financial condition.

As a result of the TTI merger, we will be a substantially larger
and
broader organization..., page 20
23. Please revise to include other details of the merger, such as
the
number of employees that each of TTI and Accuride are contributing
to
the combined 4,700 employees resulting from the merger, and
whether
that number includes any layoffs planned in connection with the
merger.

We face exposure to foreign exchange rate fluctuations..., page 20
24. You should briefly outline your hedging strategy and provide a
cross-reference to the more detailed discussion in the MD&A
section.
Also discuss whether either business has ever experienced a
significant change in exchange rates, and what impact that had on
the
company`s expenses for that fiscal period(s).

We might fail to adequately protect our intellectual property...,
page 23
25. To the extent material, briefly discuss the pending or future
trademark, copyright and patent applications on which you rely
and/or
include a cross-reference to a more detailed discussion later in
the
document.  Also discuss whether you have had litigation on these
matters in the past.

Litigation against us could be costly..., page 23
26. Please provide information regarding either company`s
experience
with litigation in the past, if any, so that investors can better
appreciate the magnitude of the risk.

If we fail to retain our executive officers, page 23
27. Please include additional detail in order to make the
discussion
more meaningful.  For example, disclose how many years each of the
executive officers and key employees have been with TTI and
Accuride,
and whether they have employment contracts with the company.

Other Risks Related to Our Business, page 24
We will incur increased costs, page 29
28. To the extent practicable and material, please quantify the
anticipated costs and expenses you expect to incur as a result of
being a public company.  Also consider mentioning that both TTI
and
Accuride were public companies for several years in the recent
past.

TTI Merger, page 31
29. We note that certain holders of TTI common and preferred stock
will receive cash in exchange for their interest in TTI prior to
the
closing of the merger transaction.  Supplementally tell us the
amount
of consideration these preferred stockholders will receive and the
carrying amount (liquidation preference) of the preferred stock to
be
redeemed.  Also, please revise the subsequent event footnote on
page
F-69 and in your pro forma explanations to reflect the amount paid
in
cash.

Use of Proceeds, page 32
30. Please confirm that you will calculate the Use of Proceeds
table
using the midpoint of the price range when that information
becomes
available.
31. Please specify the amount of indebtedness to be repaid as well
as
any prepayment penalty in your description of Use of Proceeds.
Similar revisions should be made throughout your filing.

Dilution, page 34
32. Please supplementally provide us with your computation of net
tangible book value as of September 20, 2004.  Reconcile the
information in your schedule to the numerical information in your
financial statements.  We may have further comments upon review of
your response.

Notes to the Unaudited Pro Forma Consolidated Financial
Statements,
page 40

Note 1: Pro Forma Adjustments, page 40

(a) TTI Merger Asset Allocation page 40
33. We note that you have assigned an indefinite life to the trade
names intangible asset acquired in the TTI transaction.  Please
supplementally explain to us why you believe assigning this asset
an
indefinite life is appropriate.  Please also revise your
disclosure
to indicate the lives of the designated finite-lived intangible
assets listed in the purchase price allocation, explanation (a).
34. Revise your disclosures to clearly explain how the $90 million
purchase price was derived.  Explain your significant assumptions.
35. Refer to page 8 of the filing.  You state that you expect to
pay
approximately $32 million of transaction fees and expenses.
Supplementally reconcile this balance to the information in the
pro
forma financial statements.
36. We note that you have included adjustments eliminating
deferred
financing costs of $9.278 million (a(vii)) and increasing the fair
value of long term debt by $7 million for a prepayment penalty
(a(xii)).  We also note from the disclosure in Note 6 of TTI`s
financial statements, page F-53, that, upon the occurrence of a
change in control, TTI will be required to offer to repurchase the
"new notes" at a price equal to 101% of the principal amount
thereof,
plus accrued interest.  It appears that a portion of the above-
referenced adjustments is due to the change-in-control
stipulations
of the "new notes."  Please explain to us and revise your
explanations a(vii) and a(xii) to indicate the purposes for, and
corresponding amounts of, the components of these adjustments.  As
a
related matter, if you are eliminating $9.278 of deferred
financing
costs from your pro forma balance sheet, how has the related
amortization expense been considered in the pro forma income
statement?
37. You state on page 58 that the offering is likely to result in
an
"ownership change" of Accuride.  Please explain whether and how
this
ownership change has been reflected in your pro forma financial
statements.

(c) Acquisition Income Statement Adjustments, page 41
38. Please revise all adjustments presented to include enough
detail
to allow the reader of the document to recalculate each adjustment
presented. Explanations included in (d) should be similarly
revised.

Note 2: Earnings Per Share, page 42
39. Please revise your disclosure to include a reconciliation of
the
shares used in your historical financial statements, to the shares
used to calculate pro forma earnings per share.  Your computation
should be transparent to investors.

Note 3: Management Services Agreement, page 42
40. Supplementally tell us if the management services agreement
described will be commenced in connection with the TTI merger.  In
this regard, it appears that the annual fees should be reflected
in
your pro forma income statement.  Please revise or advise.

Management`s Discussion and Analysis, page 48
Results of Operations, pages 50
41. We note that Accuride and TTI each assess surcharges to cover
a
portion of the increase in material costs for production.  In your
discussions of sales and cost of sales, please disclose the dollar
amount of the surcharges recorded in each period for which an
income
statement has been presented.  Please also provide this disclosure
in
a footnote to each set of historical financial statements.

Liquidity and Capital Resources, page 56
42. Please explain how you plan to fund the approximately $50
million
required for capital expenditures in 2005.
43. We note that you have appropriately included disclosures on a
pro
forma basis so that investors can easily assess your obligations,
commitments and risks upon consummation of the transactions.
However, we would also generally expect to see disclosures
regarding
contractual obligations and commercial commitments and those
relating
to market risk for Accuride on a historical basis as well,
pursuant
to the requirements of Item 303 of Regulation S-K.  Please expand
your presentation to also include these disclosures prior to the
Pro
Forma section of MD&A.
44. We note, from page 18, that you sometimes enter into high
volume
purchase contracts with third parties with terms of one to three
years.  If any of these contracts contain minimum purchase
requirements, please supplementally descr