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WOLVERINE TUBE, INC. - CORRESPONDENCE TO THE SEC

May 6, 2005

Mr. Rufus Decker

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

         RE:

    Form 10-K for the fiscal year ended December 31, 2004

    Form 8-K filed on April 6, 2005

    File No. 1-12164

Dear Mr. Decker:

     Thank you for your letter of April 6, 2005 which contains the comments of the SEC staff on the
above-referenced filings. Wolverine’s response to these comments are set forth below, numbered in
accordance with your letter.

     Form 10-K

    1.
    Where a comment below requests additional disclosures or other revisions, please show
us in your supplemental response what the revisions will look like. These revisions
should be included in your future filings beginning, to the extent practical, with your
report on Form 10-Q for the quarter ended March 31, 2005.

    Response: Within this response we will provide the Securities and Exchange Commission (the
“Commission”) with supplemental information as requested and will provide in the responses
information for disclosure in future filings. We will include
revisions, as appropriate, in
the filing of our first quarter Form 10-Q for the quarter ended April 3, 2005.

    2.
    Please disclose the impact on gross profit due to the translation of the Canadian
dollar to the U.S. dollar in your comparison of 2004 versus 2003 operating results.
Please also disclose the percentage of sales generated in your Canadian operations that
are denominated in U.S. dollars. Please discuss the reasons for the decline in other
foreign sales from $80,607,000 in 2003 to $52,303,000 in 2004.

    Response: Gross profit in 2004 declined by approximately $2.4 million dollars due to the
translation impact of the Canadian dollar to the weak U.S. dollar. Approximately 50
percent of sales from the Canadian operations are denominated in U.S. dollars. Foreign
sales in 2003 were disclosed based on destination of the sale while in 2004 the foreign
sales as reported were based upon origin of the sale. Consistent disclosure in 2004 would
include foreign sales based upon destination of the sale in the amount of $100,313,000
rather than $52,303,000. This change reflected a modest increase in
net sales and will appear
in our Form 10-K for 2005.

    3.
    Please indicate whether you have discussed your critical accounting estimates
with your audit committee. Additionally, for each critical accounting policy or estimate,
please discuss the likelihood of materially different reported results if different
assumptions or conditions were to prevail. To the extent practicable and meaningful, you
should also quantify the effect changes in assumptions and estimates would have on your
overall financial performance. See SEC Release 33-8040 and 33-8098.

    Response: Critical accounting policies and estimates are discussed with the audit
committee quarterly or at the time changes or revisions to, or new accounting policies or
estimates are established. The Company believes that the disclosures contained in
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(“MD&A”) pertaining to critical accounting policies are appropriate in that it is disclosed
in Critical Accounting Policies, Use of Estimates, page 27 of our most recent Form 10-K
that “actual results could differ from those estimated.”

    4.
    Please disclose the expected increase in costs and the impact on cash flows
associated with the start-up of operations at your Monterrey, Mexico facility. Please
also disclose the terms of your financial covenants as well as any cross default
provisions in the lines of credit. Please discuss the waivers obtained from your
creditors to waive compliance with the financial covenants. Please also discuss the six
amendments to the financial covenants of your credit facility since March 2002.

    Response: The following disclosure pertaining to the Monterrey, Mexico facility will be
included in the first quarter of 2005 Form 10-Q. “The Monterrey, Mexico facility will
contribute to both earnings and cash flow in 2005. Capital spending for Monterrey was
approximately $400,000 in 2004 and is forecasted to be approximately $2,300,000 in 2005.”
See our response to question #15 regarding the cross default issue.

    Financial covenants are disclosed in MD&A in the section
Financial Agreements,  page 43. The six amendments to the credit facility have been previously disclosed in
periodic filings (various Form 10-Qs and Form 8-Ks) for the reporting period in which each
amendment was completed. Of the six amendments, three involved changes in the financial
covenants as referenced in the brief descriptions below. The Form 10-K discloses the
financial covenants applicable at the time of the filing. The six amendments to the credit
facility since March 2002 were as follows:

    Amendment # 1. September 27, 2002. This amendment permitted the Company to enter into an
interest rate swap on a portion of the Company’s fixed rate financing. The amendment was
included as an Exhibit to Form 10-Q for the third quarter of 2002.

    Amendment # 2. March 25, 2003. This amendment revised the EBITDA covenant. The amendment
was disclosed in the first quarter of 2003 on Form 10-Q in MD&A.

    Amendment # 3. September 28, 2003. This amendment adjusted the fixed charge coverage
ratio and EBITDA financial covenants, and increased the maximum amount of letters of credit
allowed. The amendment was disclosed in the third quarter of 2003 on Form 10-Q in MD&A and
was included as an Exhibit.

    Amendment # 4. March 31, 2004. This amendment extended the maturity of the facility,
adjusted the fixed charge coverage ratio and EBITDA financial covenants, and increased the
maximum amount of letters of credit allowed. The amendment was disclosed in the first
quarter of 2004 on Form 10-Q and was included as an Exhibit. Also, a Form 8-K was filed
on April 6, 2004 which contained a press release that disclosed the amendment to the credit
facility.

    Amendment # 5. September 27, 2004. This amendment allowed the Company to invest in the
Monterrey, Mexico facility. The amendment was included as an Exhibit to Form 10-Q for the
third quarter of 2004.

    Amendment # 6. February 23, 2005. This amendment extended the Canadian maturity for one
year and increased the availability under the credit facility to $40.0 million. This is
disclosed in the Form 10-K and is included as an Exhibit to the Form 10-K.

    5.
    Please revise your table of contractual cash obligations to include the following:

(a) Estimated interest payments on your debt;

(b) Estimated payments under interest rate swaps; and

(c) Estimated payments under your Canadian defined benefit pension plans.

    Response: The table will be revised to include the items mentioned, as appropriate, in our
Form 10-K filing for 2005.

    6.
    Because the table is aimed at increasing transparency of cash flow, we believe these
payments should be included in the table. Please also disclose any assumptions you made
to derive these amounts. Please refer to SEC Release 33-8350.

    Response: As stated above in our response to # 5, we will revise the table to include the
items mentioned and any assumptions made to derive the amounts will also be disclosed.

    7.
    Please disclose the types of expenses that you include in the cost of goods sold line
item and the types of expenses that you include in the operating expenses line item.
Please also tell us whether you include inbound freight charges, purchasing and receiving
costs, inspection costs, warehousing costs, internal transfer costs, and other costs of
your distribution network in the cost of goods sold line item.

    With the exception of warehousing costs, if you currently exclude a portion of these costs
from cost of goods sold, please disclose:

    •
    In a footnote the line items that these excluded costs are included in and the
amounts included in each line item for each period presented, and

    •
    In MD&A that your gross profit margins may not be comparable to those of other
entities, since some entities include all of the costs related to their distribution
network in cost of goods sold and others like you exclude a portion of them from gross
profit margin, including them instead in another line item, such as operating
expenses.

    Please refer to Chapter 4 of ARB 43 for additional guidance.

    Response: Cost of goods sold reflects the cost of products shipped valued on a first-in,
first-out basis. Costs capitalized in inventory include all charges directly and
indirectly incurred to bring our products to their finished state and available for sale.
These costs include, but are not limited to, raw materials, direct and indirect labor,
operating supplies, depreciation, maintenance, purchasing, receiving and inspection,
internal transfer cost and warehousing and distribution. Other expenses of operating the
business are included in the Selling, General and Administration line item.

    8.
    The disclosures required by EITF 00-10 should be made. We have noted your discussion
of this matter in your letter dated July 19, 2002.

    Response: Wolverine classifies amounts billed to customers for shipping and handling and
the related shipping costs in cost of goods sold. The gross amounts billed to customers
were less than 1.5% of net sales in each of the three years ended December 31, 2004.
Wolverine considered these amounts to be immaterial for reclassification or disclosure and
continues to believe that this conclusion is appropriate. However, beginning in the first
quarter of 2005, with the cost of shipping and handling increasing, Wolverine will include
amounts billed to customers for shipping and handling in net sales.

    9.
    You disclose that revenues are generally recognized when title to products transfer
to an unaffiliated customer and the product is shipped. Please describe the circumstances
under which revenue is recognized at variance to the general policy. Tell us the amounts
of such revenue recognized under the variance at the end of each quarter during each of
the last two fiscal years and the interim period in the current year.

    Response: Wolverine operates a distribution facility in the Netherlands. As is customary
with the distribution industry in that region, revenue is recognized as goods are shipped,
although title does not transfer until the goods are received. Goods are insured during
transportation and payment terms begin with the invoice date. During the past two years
billing from the Netherlands operation as a percentage of consolidated net sales were as
follows:

    Quarter

    2005

    2004

    2003

    1st

    2.2%

    2.2%

    2.3%

    2nd

    2.2%

    2.4%

    3rd

    2.6%

    2.7%

    4th

    2.5%

    2.2%

    On a dollar basis, net sales from the Netherlands have ranged from $3.3 million to
$5.2 million in the periods noted above.

    10.
    You disclosed that sales are made under normal terms. It is not clear what
constitutes normal terms. We were unable to find any clarification in the description of
the company’s business.

    Response: We sell our products at terms and conditions customary to the markets and
regions that we serve. The phrase “normal terms” is used to convey that we do not engage
in installment sales, bill and hold transactions and other non-conventional terms.

    11.
    Your revenue recognition policy should address each of the general criteria for
revenue recognition discussed in Topic 13:A of the Staff Accounting Bulletin.

    Response: Wolverine believes that its revenue recognition policy addresses the four
general criteria included in Topic 13:A of the Staff Accounting Bulletin.

    12.
    Please disclose the various methods used to determine the cost of maintenance and
operating supplies inventory across your facilities. Please disclose that maintenance and
operating supplies are reflected at the lower of cost or market and have future economic
value. Please also supplementally tell us the respective amounts of maintenance and
operating supplies purchased more than one year ago in your inventory at December 31,
2004.

    Response: The cost of Wolverine’s maintenance and supplies inventories are determined
using the first-in, first-out method and the average cost method. The accounting policy
footnote states that inventories are stated at the lower of cost or market. This applies
to all Wolverine inventories including maintenance and supplies.

    Wolverine determines excess, obsolete and slow moving reserve for its maintenance and
operating supplies based upon consumption rather than purchases as we believe this provides
a more accurate determination of required reserves. Using this methodology, maintenance
and operating supplies are stratified into three groups, Critical Spare Parts, Essential
Maintenance Items and Other Maintenance and Operating Supplies.

    •
    Critical Spare Parts are, in most cases, machinery specific and critical to
continued operation, have long lead times to acquire, and usually are of higher
value. Generally, the replacement cost of Critical Spare Parts could be much
greater than its original cost.

    •
    Essential Maintenance Items are also required to keep the equipment operating
on a day-to-day basis and in most cases are also machine specific. On a unit cost
basis, generally these items are not as expensive as Critical Spare Parts.

    •
    Other Maintenance and Operating Supplies includes all other general supplies
required by our manufacturing operations.

    An excess, obsolete and slowing moving reserve is determined each quarter for the Other
Maintenance and Operating Supplies based comparing usage to the quantity on hand.

    Critical Spare Parts and Essential Maintenance Items are carried at cost unless there is an
event that would indicate an impairment of the underlying machine they are used to repair.
If such an event were to occur, both the carrying cost of the underlying machine and the
related Critical Spare Parts and Essential Maintenance Items would be adjusted.

    13.
    Please disclose your accounting and amortization policy for leasehold
improvements on your leased facilities located in Shanghai, China and Monterrey, Mexico,
including your accounting for rent holidays, landlord incentives, lease renewal options,
and initial versus late-term improvements. Please also disclose separately, if material,
the amount of leasehold improvements. Please refer to SEC Staff Letter dated February 7,
2005 for additional guidance.

    Response: Wolverine’s leases for the Shanghai, China and Monterrey, Mexico facilities are
accounted for as operating leases. Leasehold improvements are amortized over the initial
term of the lease. Leasehold (late-term) improvements made during the term of the lease
are amortized over the remaining lease term. There are no rent holidays, or landlord
incentives included in these leases. Total leasehold improvements, included in the
Company’s books currently, is less than $300,000, therefore disclosure of the accounting
and amortization of leasehold improvements is not material.

    14.
    Please describe the factors that you considered in evaluating the potential
impairment of goodwill for the Fabricated Products Group in 2004. Specifically address
the consideration given to the decline in gross margins since the 2003 third quarter and
negative or minimal cash flows from operations over the past two years. Please
supplementally tell us your assumed growth rate, projected future profitability and the
related assumptions, and the discount rate for the Fabricated Products Group for the 2004
and 2003 fiscal years. Please also disclose the timing of your annual goodwill impairment
test. Refer to Illustration 1 in Appendix C of SFAS 142 for additional guidanc