SecProbe.io

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Mail Stop 3561
      November 1, 2005

Via U.S. Mail and Facsimile

Joseph L. Levanduski
Chief Financial Officer
Hawk Corporation
200 Public Square
Suite 1500
Cleveland, Ohio 44114

RE:	Hawk Corporation
Form 10-K for the Fiscal Year Ended December 31, 2004
Form 10-Q for the Quarter Ended March 31, 2005
Form 10-Q for the Quarter Ended June 30, 2005
File No. 001-13797

Dear Mr. Levanduski:

      Based upon an examination restricted solely to
considerations
of the Financial Statements, Management`s Discussion and Analysis,
and Selected Financial Data, the staff has the following comments
on
the above-referenced documents.  We think you should revise all
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comments are
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your response.  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 call us at the telephone numbers
listed
at the end of this letter.

Please respond to confirm that such comments will be complied
with,
or, if certain of the comments are deemed inappropriate by the
Company, advise the staff of the reason thereof.

      Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should be submitted in electronic form, under the label "corresp"
with a copy to the staff.  Please respond within ten (10) business
days.

Form 10-K for the Fiscal Year Ended December 31, 2004

Note 8.  Employee Stock Options, page 50

1. Reference is made to the last paragraph on page 50 with respect
to
your offer to your employees to cancel stock options with an
exercise
price greater than $6.00 per share in exchange for new options to
be
granted on January 30, 2004.  Please clarify for us and revise
future
filings to disclose the date of when such options were actually
cancelled and whether the grant of the new option awards was more
than 6 months from the date of cancellation.  Also, tell us and
disclose the formula for determining the number of replacement
options, and whether the terms and conditions of the new stock
option
awards remained the same as the cancelled stock options.  If the
terms and conditions of the stock options changed, please describe
the changes and whether such changes resulted in any accounting
consequence.  If no accounting was required, please explain why.

Note 13.  Related Parties, page 58

2. Please explain in further detail how the forgiveness of the
shareholder notes and the payment of the related taxes were
accounted
for in your financial statements.  Also tell us where (i.e. line
item
caption) the forgiveness of the shareholders notes and payment of
the
related taxes were recorded in your statements of operations and
why
such treatment was appropriate.  Please revise your disclosures in
future filings accordingly.

Other

3. In future filings, please revise to include the audited
financial
statement schedules required by Rule 5-04 of Regulation S-X with
respect to any material inventory, receivable or other valuation
accounts included in your balance sheets.

Form 10-Q for the Quarters Ended March 31, 2005 and June 30, 2005

Management`s Discussion and Analysis

4. Reference is made to your usage of the Non-GAAP measure "Income
from operations before restructuring and loan forgiveness costs,"
and
related disclosure which states "management believes that these
financial measures are useful to investors because they exclude
transactions of an unusual nature..."  Please note that Item 10 of
Regulation S-K prohibits adjusting a non-GAAP performance measure
to
eliminate or smooth items identified as non-recurring, infrequent
or
unusual, when (1) the nature of the charge or gain is such that it
is
reasonably likely to recur within two years, or (2) there was a
similar charge or gain within the prior two years.  In this
regard,
it does not appear that your presentation of the non-GAAP measure
"Income from operations before restructuring and loan forgiveness
costs," complies with the guidance set forth in Item 10 of
Regulation
S-K as your historical financial statements indicate that you
recognized both restructuring and loan forgiveness costs in the
recent past and further, according to your restructuring footnote
to
your consolidated financial statements, expect to recognize
additional restructuring charges related to the move of your Ohio
facility in the future.  Also, note that it is permissible to
identify, discuss and analyze such items within the context of
your
discussion and analysis of your financial condition and results of
operations in MD&A (i.e. narrative form).  Depending on the nature
and materiality of the charge or other items, it will likely be
necessary to discuss the nature; significant to the investor in
evaluating your financial condition and or results of operations;
and
whether such charges relate to material known trends, events or
uncertainties that must be disclosed.

Further, you disclose that the Non-GAAP information is used by
management in monitoring and evaluating the ongoing performance of
each of your business segments.  In this regard, please tell us
why
the non-GAAP information is not included in Note 10 (Business
Segments) to your interim financial statements as a measure
reported
to your chief operating decision maker for purposes of making
decisions about allocating resources to the segment and assessing
segment performance.  If the measures in MD&A are included as
segment
disclosures in accordance with SFAS No. 131, please revise Note 10
in
future filings to include the segment measures in addition to a
reconciliation of those segment measures to consolidated amounts
determined in accordance with GAAP.  In addition, please delete
the
per share information included in the table as it is not presented
in
accordance with GAAP.  Refer is made to the guidance in FR-65 and
the
staff`s "Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures" maintained on the Commissions` website at
www.sec.gov and tell us how you plan to revise your presentation
in
future filings.

Cash Flows

5. Reference is made to page 27 of your Form 10-Q for the quarter
ended March 31, 2005 with respect to the working capital metrics
used
by management.  We note that both metrics, number of days sales
outstanding in accounts receivable and inventory turnover, as of
March 31, 2005 increased by 9 and 4 days, respectively, as
compared
to December 31, 2004.  However, little if any, discussion has been
provided regarding the context or underlying reason(s) for the
change.  In this regard, please describe for us the reasons for
the
increase in both number of days sales outstanding in accounts
receivable and inventory turnover as of March 31, 2005 and
management`s analysis of such change.  Further, in future filings,
please disclose the reasons for the changes or lack thereof, with
respect to the metrics used by management which are material to an
investor`s understanding or your business.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Jean Yu at (202) 551-3305 or Kathy Mathis at
(202) 551-3383 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3813 with any other questions.

						Sincerely,

								Linda Cvrkel
								Branch Chief
Joseph L. Levanduski
Hawk Corporation
November 1, 2005
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