SecProbe.io

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Mail Stop 7010

November 23, 2005

Via U.S. mail and facsimile

Mr. Robert J. Siverd
General Counsel
General Cable Corporation
4 Tesseneer Drive
Highland Heights, KY 41076

Re: 	General Cable Corporation
Registration Statement on Form S-4
Filed November 9, 2005
File No. 333-129577

Form 10-Q for the quarter ended April 1, 2005
Filed May 10, 2005
File No. 001-12983

Form 10-Q for the quarter ended July 1, 2005
Filed August 8, 2005
File No. 001-12983

Form 10-Q for the quarter ended September 30, 2005
Filed November 7, 2005
File No. 001-12983

Schedule TO
Filed November 9, 2005
File No. 005-42442

Dear Mr. Siverd:

      We have limited our review of your filings to those issues
we
have addressed in our comments.  Where indicated, we think you
should
revise your filings 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Registration Statement on Form S-4

General

1. We note on October 10, 2005 you issued a press release
announcing
that you have "reached an agreement in principle to acquire the
wire
and cable manufacturing business of SAFRAN SA..."  It appears from
this disclosure that this is a probable acquisition.  If you also
meet the 50 percent or greater threshold of one of the
significance
tests in Rule 1-02(w) of Regulation S-X, you are required to
include
audited financial statements for the wire and cable manufacturing
business in your registration statement in accordance with Rule 3-
05
of Regulation S-X.  Please provide us with your analysis of the
significance tests in accordance with Rule 1-02(w) of Regulation
S-X
for this probable acquisition.  We remind you that this test
should
be performed using amounts prepared in accordance with US GAAP.
If
this probable acquisition meets the 50 percent or greater
threshold,
please amend your registration statement to include the required
financial statements, as outlined in Rule 3-05(b) of Regulation S-
X.

2. We note that you have elected to commence this exchange offer
early, pursuant to Rule 162.  Although a preliminary prospectus
used
to commence an exchange offer early must include the legend
required
by Rule 501(b)(10) of Regulation S-K, the language in the legend
must
be appropriately tailored and thus may not state that the
prospectus
is not complete.  For an example of language that may be used in
the
"red herring" legend in an early commencement exchange offer,
please
see Q&A 2 in Part I.E in the Third Supplement (July 2001) the
Division of Corporation Finance`s Manual of Publicly Available
Telephone Interpretations, available on the SEC`s Web site at
www.sec.gov.

Registration Statement Cover Page

3. The cover page to the registration statement indicates that the
approximate date of commencement will be as soon as practicable
after
the registration statement becomes effective.  Please be advised
that
in an early commencement offer, commencement begins on the date
the
prospectus and tender offer materials are both filed and sent to
security holders.  Tell us the date upon which such materials were
sent to security holders.

Risk Factors, page 8

4. Please add risk factor disclosure regarding the risks of
relying
on your financial statements due to the fact that your internal
control over financial reporting and your disclosure controls and
procedures are not effective.

Questions and Answers, page 22

What are the material U.S. federal income tax considerations, page
26

5. Please revise the statement "is likely to be taxable to you" to
state counsel`s opinion and identify counsel.

The Conversion Offer, page 29

Terms of the Conversion Offer, page 29

6. Consider revising your disclosure to explain how the cash
amount
in lieu of fractional shares will be determined.  In doing so,
provide an example of how this amount will be arrived at so
readers
can appreciate what consideration they should expect to receive,
as
it seems likely that almost all security holders who tender will
receive some amount of cash in lieu of fractional shares.

7. Revise the language at the top of page 30 reserving the right
to
delay payment "in order to comply with applicable law."  Payment
may
be delayed in anticipation of governmental regulatory approvals,
not
to effect general legal compliance.

General Conditions, page 34

8. Please revise your disclosure to clarify the instances in which
your conditions may be waived as your current disclosure would
seem
to indicate that all conditions to the offer may be waived.  If
that
is the case, in the alternative, please revise to discuss the
consequences of waiving your ability to obtain an amendment to
your
existing senior secured credit facility.

9. We note that the offer remains subject to a financing
condition.
In this regard, please note our position that a material change in
the offer occurs when the offer becomes fully financed, i.e. the
financing condition is satisfied, and that, accordingly, five days
must remain in the offer or the offer must be extended upon the
satisfaction or waiver of the financing condition.  Please advise
us
of your intentions in this regard.  We may have further comment.

10. All offer conditions, except those related to the receipt of
government regulatory approvals necessary to consummate the offer,
must be satisfied or waived at or before the expiration of the
offer,
not merely before acceptance of the outstanding notes for
exchange.
Please revise the language accordingly.

11. Please disclose the basis upon which you will determine
whether
material conditions have been satisfied and note that you must
include an objective standard for the determination of whether a
condition has been satisfied.  For example, we note your
utilization
of your "sole" judgment.

Material U.S. Federal Income Tax Considerations, page 69

12. We note that counsel has provided a short-form tax opinion,
which
is included in Exhibit 5.1 to the registration statement.  We have
the following comments:

* The disclosure set forth in this section must be counsel`s
opinion
and may not be a mere summary of the material tax consequences, as
referenced in the first and last paragraphs of this section.
Please
revise accordingly.

* The legal opinion must speak through the effective date of the
registration statement.  Please revise the second paragraph of
this
section accordingly.

13. Since counsel is providing a "should" opinion, please clearly
and
specifically describe the uncertainties that cause counsel to be
unable to give a "will" opinion.

Incorporation of Certain Documents by Reference, page 74

14. Item 11 of Form S-4 permits specific incorporation by
reference
only of documents filed prior to effectiveness of the registration
statement pursuant to Sections 13(a) or 15(d) of the Exchange Act.
Supplementally advise us of the basis for incorporating the
information set forth in the second bullet point, considering it
is
being provided pursuant to Section 14, in lieu of providing it in
response to the item requirements of Form S-4 or provide this
information in the document because it is required by at least
Item
18 of Form S-4.

15. Although Form S-4 may allow you to incorporate by reference to
periodic reports filed after a registration statement, Schedule TO
does not permit such "forward" incorporation.  Therefore, if you
intend to incorporate by reference future information, please
ensure
that you will amend the Schedule TO to expressly do so by specific
reference to such information.  Please confirm your understanding
in
this regard.

Dealer Manager, page 75

16. Please disclose the services Merrill Lynch performed as dealer
manager and disclose the amount of compensation paid or to be paid
to
Merrill Lynch 	for its services in connection with the conversion
offer.

Exhibit 5.1

17. We note counsel`s opinion set forth in the second last
paragraph
of this section.  We also note that counsel is providing a short-
form
tax opinion, as discussed in comment three above.  Please have
counsel revise its opinion to clearly indicate that the discussion
set forth in your registration statement in the section entitled
"Material U.S. Federal Income Tax Consequences" is counsel`s
opinion.

Exhibit 99.1

18. Under "Waiver of Conditions" we note your statement that you
reserve "the absolute right...to amend or waive any of the
conditions
to the Conversion Offer in the case of any Preferred Stock
surrendered for conversion...."  In the event you waive a
condition,
you must waive it as to all security holders.  Please revise
accordingly.

Form 10-Q for the quarter ended April1, 2005
Form 10-Q for the quarter ended July 1, 2005
Form 10-Q for the quarter ended September 30, 2005

Item 4. Controls and Procedures

19. We note the qualifications set forth in the second paragraph
of
this section.  Please revise to state clearly, if true, that your
disclosure controls and procedures are designed to provide
reasonable
assurance of achieving their objectives and that your CEO and CFO
concluded that your disclosure controls and procedures either are
or
are not effective at that reasonable assurance level.  In the
alternative, please remove the reference to the level of
assurance.
Refer to Section II.F.4 of Management`s Reports on Internal
Control
Over Financial Reporting and Certification of Disclosure in
Exchange
Act Periodic Reports, SEC Release No. 33-8238, available on our
website at www.sec.gov.

20. We note that the conclusion of your CEO and CFO set forth in
the
last sentence of third paragraph of this section refers to the end
of
the period covered by your annual report on Form 10-K.  Your CEO
and
CFO must assess the effectiveness of the disclosure controls and
procedures as of the end of the period covered by the report in
which
the conclusion is stated.  Please revise each of your quarterly
reports on Form 10-Q accordingly.  See Item 307 of Regulation S-K.

Schedule TO

21. We note that you refer readers to information that has been
previously filed with the Commission on EDGAR.  See, for example,
your reference to the Form 10-Q in response to Item 7(d) and Form
10-
K in response to Item 10(a).  Schedule TO limits your ability
incorporate by reference to those items that have been filed as an
exhibit.  Accordingly, please revise Item 12 of your Schedule TO
to
include the information that has been previously filed with the
Commission as an exhibit to the Schedule pursuant to General
Instruction F of Schedule TO.

*	*	*	*

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
that is filed on EDGAR with your amendments that keys your
responses
to our comments and provides any requested information.  Detailed
cover letters greatly facilitate our review.  Please understand
that
we may have additional comments after reviewing your amendments
and
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities Act
and
the Exchange Act and that they have provided all information
investors require for an informed investment 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of its registration statement,
it
should furnish a letter, at the time of such request,
acknowledging
that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filings or in response to our comments on your filings.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act and the Exchange Act as
they relate to the proposed public offering of the securities
specified in the above registration statement.  We will act on the
request and, pursuant to delegated authority, grant acceleration
of
the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Tracey Houser, Staff Accountant, at (202)
551-
3736 or, in her absence, Nilima Shah, Accounting Branch Chief, at
(202) 551-3255 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 551-3748 or, in his absence,
Mara Ransom, Special Counsel in the Office of Mergers and
Acquisitions, at (202) 551-3264, or the undersigned at (202) 551-
3767
with any other questions.

Sincerely,

Jennifer Hardy
Legal Branch Chief

cc:	Mr. Alan H. Lieblich
Mr. Jeffrey M. Taylor
Blank Rome LLP
One Logan Square
Philadelphia, PA 19103-6998
Mr. Robert Evans III
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022-6069
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Mr. Robert J. Siverd
General Cable Corporation
November 23, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
  CORPORATION FINANCE

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