SecProbe.io

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ICEMILLERSM
LEGAL & BUSINESS ADVISORS

July 7, 2005

WRITER'S DIRECT NUMBER: (317) 236-2289

DIRECT FAX: (317) 592-4666

INTERNET: Stephen.Hackman@icemiller.com

Via EDGAR and Courier

Jennifer
Hardy, Branch Chief

United States Securities and Exchange Commission

Division of Corporate Finance

450 Fifth Street, N.W.

Washington, D.C. 20549-0510

Re:Haynes
International, Inc.

Form S-1 filed May 16, 2005

File No. 333-124977

Dear
Ms. Hardy:

        On
behalf of our client, Haynes International, Inc. (the "Company"), this letter responds to the Staff's comments on the above-referenced filing (the "Original
Form S-1") provided to Francis J. Petro by letter dated June 10, 2005. For your convenience, the subheadings and order of responses set forth below correspond with the
subheadings and order set forth in the Staff's comment letter. The Staff's comments are in bold. Also enclosed is a marked copy of Amendment No. 1 to the Registration Statement on
Form S-1, File No. 333-124977 ("Amendment No. 1"), comparing it to the Original Form S-1. Unless otherwise noted below, the Staff's
comments have been addressed in Amendment No. 1. The page numbers in this letter refer to the respective pages of Amendment No. 1.

Form S-1 filed May 16, 2005

General

Prospectus Summary, page 1

1.In your Summary and throughout the prospectus you refer to your company as being a "leading innovator, developer, producer and solution provider," "leading
producer," "technological leader" and other similar comments. Please revise these disclosures to specify the measure upon which you base these statements.The
Summary and the remainder of the prospectus have been revised to clarify the concept of the Company's standing within the industry and to relate its position directly to the competition of its
peer group.

2.Please revise this section to include a balanced description of your business. For example, to the extent that you discuss your business strategy in the
summary, please balance it by briefly discussing the risks of implementing the strategy, such as the fact that liquidity issues may limit your ability to make significant capital
investments.The
Summary has been revised to provide additional information regarding the risks associated with executing on our business strategy.

Risk Factors, page 7

3.Throughout this section, you state that you "cannot assure", "there can be no assurance", or you "cannot be sure [of]" various facts.
The real risk, however, is not your inability to assure the reader. Please revise so that the risk is clear.The
discussion in this section has been revised to eliminate the phrases you refer to in order to clarify the risk being addressed in each risk factor.

The sale of a large block of our stock could adversely affect, page 11

4.We note the second sentence in this risk factor. Please tell us supplementally how all of the outstanding common stock being freely tradeable allows you to
comply with your obligation to maintain the effectiveness of this registration statement.The
sentence has been removed from the risk factor in Amendment No. 1.

Pro Forma Financial Information, page 17

5.Please revise note 1 to separately state the amount of adjustment for each item listed. In addition, please provide sufficient information for each
adjustment item to allow an investor to recalculate the amount.Note 1
(which has become note 2 in Amendment No.1) has been revised to separately state the amount of adjustment for each item listed and provides sufficient information to allow an
investor to recalculate the amount.

6.Please tell us how you determined it was appropriate to adjust cost of sales for the fair value of inventory from the fresh start accounting. It appears that
the fair value adjustment of inventory directly relates to the plan of reorganization and would be included in the determination of income within the twelve months following the plan of
reorganization, which Article 11 of Regulation S-X requires to be disclosed but not adjusted in the pro forma financial statements.Amendment
No. 1 has been revised to remove the adjustment to cost of sales for the fair value of inventory from the fresh start accounting in the pro forma adjustments column and to disclose
this amount in a footnote to the pro forma financial information in accordance with Article 11 of Regulation S-X.

7.Please revise notes 2 and 3 to include sufficient information to allow an investor to recalculate the adjustments.Notes
2 and 3 (which have become notes 3 and 4 in Amendment No. 1) have been revised to include sufficient information to allow an investor to recalculate the adjustments.

8.Expand your disclosure in note 5 to indicate how you determined the appropriateness of the expected tax benefit on the pro forma
operations.Note 5
(which has become note 6 in Amendment No. 1) has been expanded to indicate how the appropriateness of the expected tax benefit on the pro forma operations was determined.
Specifically, the new note 6 discloses that the expected tax benefit was calculated based on the Company's expected effective tax rate of 38%.

9.As indicated on page 62, we note that you entered into an Employment Agreement with your president and chief executive officer in connection with your plan of
reorganization. Please expand your disclosures to clarify whether the new salary agreement results in material changes in compensation and if so, revise your pro forma financial statements
accordingly.The
disclosure on page 64 of Amendment No. 1 has been revised to clarify that Employment Agreement between the Company and its president and chief executive officer entered into in connection
with the Company's plan of reorganization did not result in any change in compensation.

Selected Historical Consolidated Financial Data, page 19

10.Please revise your tabular presentation to include pro forma financial information for fiscal year 2004 to enhance an investor's understanding of your results
of operations. Refer to Item 301 of Regulation S-K for guidance.The
Selected Historical Consolidated Financial Data in Amendment No. 1 have been revised to include pro forma financial information for fiscal year 2004.

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MD&A

Results of Operations, page 27

11.We note that you combine the results of operations for the predecessor and successor periods of Haynes International. As you note in your filing, these two
periods are not prepared on a comparable basis of accounting and therefore should not be discussed on a combined basis. Given that the effective date of the plan of reorganization occurred during the
latest fiscal year, it appears more appropriate to discuss and disclose fiscal year 2004 on a pro forma basis. We remind you however, that you still must discuss your 2004 historical results of
operations (on a predecessor and successor basis) in your Management's Discussion and Analysis.Management's
Discussion and Analysis has been revised in Amendment No. 1 to compare fiscal year 2004 on a pro forma basis (as presented on page 18) with fiscal year 2003 on a historical
basis. Additionally, Management's Discussion and Analysis has been revised to include discussion of material items in both the eleven-month predecessor and one-month successor historical
periods of fiscal year 2004.

12.Please revise your discussion and analysis of selling, general and administrative expense (SG&A) for the annual periods to include information as a percentage
of net revenues. Since your net revenues are increasing, an analysis of SG&A as a percentage of net revenues appears to be a more appropriate analysis.An
analysis of selling, general and administrative expenses as a percentage of net revenues for the annual periods has been added to the discussion of Results of Operations in Amendment No. 1.

Liquidity and Capital Resources, page 34

13.State the interest rate on the Loan and Security Agreement and the U.K. Facility Agreement as of the most recent date practicable.Amendment
No. 1 has been revised to reflect that, as of May 31, 2005, the Loan and Security Agreement had a weighted average interest rate 6.21% and the U.K. Facility Agreement had a
weighted average interest rate of 6.76%.

14.We note that your Congress Loan and Security Agreement and U.K. Facility Agreement contain financial covenants. As such, please include a discussion of your
material financial debt covenants, including the actual ratio amounts for the most recent period presented (March 31, 2005), unless management believes that the likelihood of default is remote.
See Section 501.03 of the Financial Reporting Codification. Please state whether or not you were in compliance with these financial covenants for the most recent period. Finally, you state that
$11 million available under your credit agreements. Please confirm to us that borrowing this full amount would not violate any of your existing debt covenants; otherwise, please state the
amount available under your credit agreements that would not result in a violation of your financial covenants.Management
of the Company believes that the likelihood of default under these financial covenants is remote, so further discussion of the material financial debt covenants has not been included in
Amendment No. 1. The Company supplementally advises the staff that it is required to comply with a minimum EBITDA covenant which requires that EBITDA be at least $20 million on a rolling
twelve month basis. At March 31, 2005, the Company had EBITDA of $35 million. The only other financial covenant imposed on the Company is the maintenance of a minimum fixed charge
coverage ratio of 1.1 to 1.0. At March 31, 2005, the Company's fixed charge coverage ratio was 2.02 to 1.0. Amendment No. 1 has been revised to include a statement that the Company was
in compliance with these financial covenants for the most recent testing period. The Company supplementally confirms to the Staff that borrowing the full amount of $11 million available under
the credit agreements would not violate any existing debt covenants. The Company takes all required reserves and other financial covenant issues into account when calculating availability.

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15.We note that you expect to spend approximately $12.7 million for capital expenditures during fiscal year 2005. We further note that you believe the
amount available under your credit agreements (~$11 million) and your approximate $2.8 million in available cash is sufficient to fund your $12.7 million in capital expenditures
plus your working capital needs. Please revise your disclosure to provide sufficient detail as to how your sources of capital will be sufficient to fund your capital expenditures and working capital
needs for the next twelve months.Amendment
No. 1 has been revised to clarify that, of the $12.7 million in expected capital expenditures during fiscal 2005, the Company has already spent and funded a total of
$5.3 million, leaving approximately $7.4 million in expenditures to be funded. The Company further discloses that it expects to fund these expenditures through cash that it will generate
through its operations, as well as current cash available and borrowings under its credit agreements.

16.In note 10 to your annual consolidated financial statements, you provide the expected future pension and postretirement health care benefit payments for
fiscal years 2005 through 2014, which totals to $146,810,000. However, you contractual obligations table only includes a total of $57,030,000 payments. Please either revise your contractual
obligations table to agree to the information included in note 10, or provide a footnote explaining the difference.The
Company supplementally advises the Staff that note 10 to the consolidated financial statements reflects a total amount of $146,810,000 for expected future pension and postretirement health
care benefit payments for fiscal years 2005 through 2014, in accordance with FAS 132(R) and simply reflects the expected benefit payments to be made from the pension and
post-retirement plans. This amount does not, and under FAS 132(R) is not required to, reflect the amount that the Company will expend in cash. The amount reflected in the
contractual obligations table are funding requirements that the Company expects to be required to pay as post-employment benefits only.

Footnote
3 to the contractual obligations table has been revised in Amendment No. 1 as follows, "This represents expected post-employment benefits only. There is currently no
funding obligation from the Company to the pension plan and all benefit payments under the pension plan will come from the plan and not the Company. Accordingly, amounts relating to the pension plan
are not included in the table." Additionally, the contractual obligations table has been revised so that this
category is referred to only as "other post-retirement benefits" in order to reduce any confusion.

Critical Accounting Policies and Estimates, page 38

17.Please expand this section to include the following information:

•Revenue Recognition: State whether there is any history of actual returns exceeding allowances.The
Critical Accounting Policies and Estimates section included in Amendment No. 1 has been revised to include the additional information requested regarding Revenue Recognition. Specifically,
Amendment No. 1 now discloses that the Company does not have any history of returns that have exceeded management's recorded allowances.

•Pension and Post Retirement Benefits: State the impact of a plus or minus 1% change in the discount rate, expected rate of return on plan assets, and
rate of compensation increase. In addition, we note that your expected return on plan assets is 9%. Expand your disclosures to help readers understand why you believe 9% is a reasonable expected rate
of plan assets given the fact that your plan asset allocation is 60% equity and 40% fixed income. Specifically discuss the expected rate return for your equity plan assets and your fixed income plan
assets.Amendment
No. 1 has been revised to disclose the impact of a plus or minus 1% change in the discount rate, expected rate of return on plan assets, and rate of compensation increase. Amendment
No. 1 has also been revised to disclose that the Company believes the

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expected
rate of return on plan assets of 9.0% is a reasonable assumption based on its asset allocation of 60% equity and 40% fixed income. The Company's assumption for expected weighted average rate
of return for equity plan assets and fixed income plan assets are 6.0% and 3.0%, respectively. This position is supported through a review by external consultants of investment criteria, and
consideration of historical returns over a several year period.

The
Company supplementally advises the Staff that the actual historical returns have exceeded the 9.0% estimated return rate used by the Company. As of May 31, 2005, based upon the actual
returns in the first eight months of fiscal 2005 and projections for the remaining four months in fiscal 2005 (annualizing the rate of return for the eight month period), the Company estimates that
the return on
assets will be approximately 11.3% for fiscal 2005. In making its estimates each year, the Company weighs the historical returns against current and expected market conditions and trends.
Additionally, the Company's estimates are reviewed for reasonableness by an actuarial firm. The current actual trailing three-year weighted average for equity assets is 8.86% and fixed
income plan assets is 3.02%.

•Impairment of Long-Lived Assets, Goodwill and Other Intangible Assets: Provide a more detailed description of the assumptions and
estimates you have made in determining the fair value of your reporting units using the discounted cash flow approach to support recoverability of goodwill. State the impact on your results of
operations and financial position if actual results differ from your estimates and the types of ev