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CORRESP
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      Correspondence Letter to SEC Comment Letter

    November
      15, 2005

    Via
      Edgar and U.S. Mail

    Ms.
      Linda
      Cvrkel

    Branch
      Chief

    Securities
      and Exchange Commission

    Mail
      Stop
      3561

    Washington,
      D.C. 20549

               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

    Dear
      Ms.
      Cvrkel,

    Please
      find below Hawk Corporation’s responses to the comments of the staff of the
      Securities and Exchange Commission contained in your letter to me dated November
      1, 2005. The responses to your comments follow and are numbered to correspond
      to
      the numbered paragraphs in your letter. For convenience, we have included the
      full text of each of your comments in our response below. As indicated below,
      we
      have implemented the responses to your comment numbers 4 and 5 in our Form
      10-Q
      for the quarter ended September 30, 2005, which was filed with the SEC on
      November 14, 2005.

    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.

    RESPONSE

    We
      cancelled stock options with an exercise price greater than $6.00 per share
      on
      July 29, 2003 in exchange for new options that were granted on January 30,
      2004,
      which was more than six months subsequent to the cancellation date. The formula
      for determining the number of replacement options depended on the exercise
      price
      at which the cancelled options were granted. Cancelled options with an exercise
      price per share between $6.00 and $16.99 were replaced with new options equal
      to
      the number of options tendered for cancellation by the employee. Cancelled
      options with an exercise price per share of $17.00 or greater were replaced
      with
      new options equal to 90% of the total number of options tendered for
      cancellation by the employee. Other than the price, the terms and conditions
      of
      the replacement options, including vesting schedules, remained identical to
      the
      cancelled options.

    In
      applicable future filings, we intend to include disclosure such as the following
      which describes the accounting rules that we believe support our accounting
      treatment of the stock options:

        200
          PUBLIC SQUARE n
          SUITE 1500 n CLEVELAND, OHIO
          44114-2301 n (216) 861-3553 n
          FAX (216) 861-4546

    On
      July
      29, 2003 the Company cancelled stock options outstanding which had an original
      exercise price greater than $6.00 per share, granted to employees who were
      not
      members of the Board of Directors and who had tendered such options for
      cancellation. On January 30, 2004 the Company granted new options to those
      employees based on the January 29, 2004 closing price of the Company’s common
      stock as reported by the American Stock Exchange. During the period that the
      stock options were cancelled and new options were granted, in accordance with
      the provisions of SFAS No. 123, Accounting
      for Stock-Based Compensation,
      as
      amended by SFAS No. 148, Accounting
      for Stock-Based Compensation - Transition and Disclosure,
      the
      Company elected to continue applying the provisions of Accounting Principles
      Board Opinion No. 25 (APB 25) and related interpretations in accounting for
      its
      stock-based compensation plans. Under the provisions of APB 25 and its related
      interpretations, this transaction is not required to be treated as a
      modification that would require variable plan accounting because the optionees
      were at risk for changes in the market price of the underlying stock for at
      least a six month period, no other arrangement existed to compensate the
      optionees for increases in the market value of the stock during the period
      between the cancellation and the grant date of the new options, and the new
      options were granted with an exercise price that equaled the fair market value
      of the stock on the date of grant. The options that were cancelled with an
      exercise price between $6.00 and $16.99 were replaced with new options equal
      to
      the number of options tendered for cancellation by the optionee. The options
      that were cancelled with an exercise price of $17.00 or greater were replaced
      with new options equal to 90% of the total number of options tendered for
      cancellation by the optionee. For those options that were cancelled and for
      which a lesser number of new options were granted, the number of new options
      was
      not determined by a formula that was either directly or indirectly linked to
      changes in the market price of the underlying stock. All of the other terms
      and
      conditions of the new options, including vesting schedules, remained the same
      as
      the cancelled options.

    As
      of
      December 31, 2003, 268,850 options had been forfeited and as a result, are
      included in the caption forfeited or expired and in shares available for future
      grant in the above table for the period ended December 31, 2003. On January
      30,
      2004, 254,630 options were granted at an exercise price of $5.05 per
      share.

    Based
      on
      the above, the Company believes that fixed accounting continues to apply and
      consider the cancelled and new options to be sufficiently separated and,
      therefore, permitted to be accounted for independently under the provisions
      of
      APB 25 and its related interpretations.

    For
      the
      information of the staff, all the requested information regarding the exchange
      of employee stock options is contained in our Schedule TO and the exhibits
      thereto filed with the SEC on June 27, 2003 and our Amendment No. 1 to Schedule
      TO filed with the SEC on July 31, 2003.

    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.

    RESPONSE

    The
      forgiveness of the shareholder notes that were originally issued in connection
      with one of our acquisitions in June 1995 has been accounted for, along with
      the
      associated taxes, in “Selling, technical and administrative expenses” which is a
      line item in our Consolidated Statements of Income. The forgiveness of the
      shareholder notes was approved by the compensation committee of our board of
      directors based on the achievement of certain operating targets. Because the
      note forgiveness and associated taxes resulted in compensation expense for
      two
      of our senior executive officers, we believe that classifying these expenses
      in
“Selling, technical and administrative expenses” is the appropriate
      presentation. The classification is consistent with how we report all other
      compensation expense for these two senior executive officers.

    In
      applicable future filings, we will revise the note captioned “Related Parties”
to explain in additional detail how the forgiveness of the shareholders notes
      and the associated taxes are accounted for in our financial statements. We
      intend to include disclosure such as the following:

        In
      July 1995,
      two of the Company’s senior executive officers were issued interest-bearing
      notes by the Company in the amount of $1,604, enabling them to repay certain
      indebtedness incurred by them with respect to an acquisition. The notes bore
      interest at the prime rate. The notes were due and payable on July 1, 2005.
      In
      May 1998, $604 of the principal balance of the notes was repaid by the senior
      executive officers. On January 30, 2004, the compensation committee of the
      Company’s Board of Directors approved the forgiveness of the shareholder notes
      of these two senior executive officers by July 1, 2005 if specific operating
      targets were achieved. As a result of the achievement of those targets, the
      compensation committee forgave $400 in shareholder notes as of March 31, 2004.
      In addition, the Board of Directors awarded

    $332
      to
      the senior executive officers to pay the taxes associated with the forgiveness
      of this portion of their debt. The remaining $600 of the shareholder notes
      was
      forgiven by the compensation committee of the Company’s Board of Directors as of
      March 31, 2005 based on the achievement of similar specified operating targets.
      In addition, the Board of Directors awarded $500 to the senior executive
      officers to pay the taxes associated with the forgiveness of this portion of
      their debt. As of December 31, 2005, there are no shareholder notes outstanding.
      The forgiveness of the shareholder notes and the associated taxes were reported
      as compensation expense and included in Selling, technical and administrative
      expenses in the Company’s Consolidated Statement of Income.

    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.

    RESPONSE

    In
      applicable future filings, beginning with our Form 10-K for the year ending
      December 31, 2005, we will include valuation accounts in our audited financial
      statement schedule for slow moving and obsolete inventory and doubtful accounts
      receivable. To the extent there are any other material valuation accounts,
      we
      will also include them in the schedule.

    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 indicated 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[ence] 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.

    RESPONSE

    We
      have
      used a non-GAAP performance measure to more accurately disclose our income
      from
      operations as a result of two separate, non-recurring events, each of which
      required charges to be taken during more than one reporting period. Our non-GAAP
      financial measure was not used to eliminate the effect of recurring items by
      describing them as non-recurring.

    First,
      during the fourth quarter of 2003, we committed
      to a restructuring program to achieve cost savings in our friction products
      segment and to expand our friction products business by moving operations at
      our
      Brook Park, Ohio location to a new production facility in Catoosa,
      Oklahoma.  As stated in our financial statements and the notes related
      thereto, we incurred restructuring costs primarily related to planning,
      severance and moving costs for the year ended December 31, 2004 and the three
      months ended March 31, 2005 that were recorded in "Restructuring costs" in
      our
      Consolidated Statements of Income for each respective