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[Letterhead of Blank Rome LLP]

    Phone:

    (215) 569-5693

    Fax:

    (215) 832-5693

    Email:

    lieblich@blankrome.com

December 1, 2005

VIA EDGAR AND FEDERAL EXPRESS

Ms. Jennifer Hardy, Legal Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E., Mail Stop 7010

Washington, D.C. 20549

    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 Ms. Hardy:

     General Cable Corporation (the “Company”) submits the following responses to comments raised
in the staff’s letter (the “Comment Letter”) dated November 23, 2005 addressed

One
Logan Square 18th & Cherry Streets Philadelphia, PA 19103-6998

www.BlankRome.com

Delaware · Florida · Maryland · New Jersey · New York · Ohio · Pennsylvania · Washington, DC

[Letterhead of Blank Rome LLP]

Ms. Jennifer Hardy

December 1, 2005

Page 2

to Robert J. Siverd, Executive Vice President, General Counsel and Secretary of General Cable
Corporation (the “Company”). In order to facilitate your review, we have reproduced the text of
the comments in boldface type below, followed by the responses that we have been authorized by the
Company to make on behalf of the Company. The numbers correspond to the numbers of the comments in
the Comment Letter. References to the “Registration Statement” refer to the Company’s
Pre-Effective Amendment No. 1 to Form S-4 (File No. 333-129577), as filed with the Securities and
Exchange Commission (the “Commission”) separately via EDGAR today. Page number references
contained in the Company’s responses below are to the conversion offer prospectus which forms a
part of the Registration Statement, as amended.

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.

    Response

    The results of the Company’s significance test computation for the wire and cable business
of SAFRAN SA (“target”) to be acquired are summarized as follows (2004 ending Euro to dollar
exchange rate of 1.36440 for the balance sheet-based tests; 2004 Euro to dollar rate of
1.24386 for the earnings-based test):

    Investment in target = 84.0 million Euro x 1.3644

    =

    $114.6 million

    General Cable total assets @ 12/31/04

    =

    $1,220.8 million

    Percentage =

    9.4%

    Target total assets @ 12/31/04 = 60.6 million Euro x
1.3644

    =

    $82.7 million

    General Cable total assets @ 12/31/04

    =

    $1,220.8 million

[Letterhead of Blank Rome LLP]

Ms. Jennifer Hardy

December 1, 2005

Page 3

    Percentage =

    6.8%

    Target income from continuing operations before income taxes,
extraordinary items and cumulative effect of change in accounting
principle for the year ended
12/31/04 = 1.5 million Euro x 1.24386 =

    $1.87 million

    General Cable income from continuing operations before income taxes,
extraordinary items and cumulative effect of change in accounting
principle for the year ended 12/31/04 =

    $19.4 million

    Percentage =

    9.6%

    Based on the results of these tests, the Company concluded that it was not required to
include audited financial statements of target in the Registration Statement based on Rule
1-02(w) of Regulation S-X. The Company agrees with the staff’s observation regarding the
use of U.S. GAAP for purposes of performing the above tests. The computations above were
performed using the Company’s publicly available U.S. GAAP audited results and target’s
results under International Financial Reporting Standards (“IFRS”) reconciled to U.S. GAAP.

    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)(l0) 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.

    Response

    The Company has amended the “red herring” language on the cover page of the conversion offer
prospectus in accordance with Part I.E., Question 2 of the Third Supplement of the Division
of Corporation Finance’s Manual of Publicly Available Telephone Interpretations (July 2001).

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

[Letterhead of Blank Rome LLP]

Ms. Jennifer Hardy

December 1, 2005

Page 4

    both filed and sent to security holders. Tell us the date upon which such materials were
sent to security holders.

    Response

    On November 9, 2005, the Company sent copies of the conversion offer prospectus and related
conversion offer materials to security holders in accordance with Rule 13e-4(e)(2)
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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.

    Response

    The Company has complied with this comment by adding a risk factor entitled “As of December
31, 2004, we had material weaknesses in our internal control over financial reporting and
disclosure controls and procedures, which could result in material misstatements in our
financial statements and could negatively affect our stock price” on page 12 of the
conversion offer prospectus.

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.

    Response

    The Company has complied with this comment by revising the response to the question “What
are the material U.S. federal income tax considerations of my
participating in the conversion offer?” on page 27 of the conversion offer
prospectus. The revision includes a reference to the fact that counsel to the Company has
rendered a tax opinion and provides the name of such counsel. However, because these tax
opinions are numerous and very complex, the Company did not believe that it was appropriate
or helpful to reproduce the specific tax opinions rendered in this section.

[Letterhead of Blank Rome LLP]

Ms. Jennifer Hardy

December 1, 2005

Page 5

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.

    Response

    The Company has complied with this comment by amending the
disclosure on page 30 of the
conversion offer prospectus to provide an example of how the
fractional share provisions operate as to a hypothetical conversion
of Series A preferred stock.

    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.

    Response

    The Company has complied with this comment as requested by
amending the second full paragraph
on page 31 and the disclosure on page 35 of the conversion offer prospectus to reflect that the Company may delay payment
as needed to obtain any required governmental regulatory approvals.

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 maybe
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.

    Response

    The Company has complied with this comment by revising the
disclosure on page 36 of the
conversion offer prospectus to state that the Company reserves the right, in its sole and
absolute discretion, to waive any of the conditions, except the financing conditions and the
requirement that the Registration Statement must be declared effective by the

[Letterhead of Blank Rome LLP]

Ms. Jennifer Hardy

December 1, 2005

Page 6

    Commission in order to complete the conversion offer. These latter conditions may not be
waived by the Company.

    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.

    Response

    The Company has noted the staff’s position with respect to the satisfaction of financing
conditions. On November 28, 2005, the Company filed with the Commission Amendment No. 1 to
its Schedule TO and a Form 8-K announcing the amendment of the Company’s senior secured
credit facility to permit the Company to effect the conversion offer and to borrow the cash
needed by the Company to complete the conversion offer. On the same day, the Company issued
a press release announcing this amendment. More than five business days will have elapsed
between (1) the filing of the Schedule TO and the Form 8-K and the dissemination of this press release and
(2) December 9, 2005, the current expiration date of the conversion offer. Thus, the
Company believes that it has fully complied with the staff’s position.

    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.

    Response

    The Company has revised the language on page 35 of the conversion offer prospectus to comply
with the staff’s comment.

    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.

[Letterhead of Blank Rome LLP]

Ms. Jennifer Hardy

December 1, 2005

Page 7

    Response

    The Company has added an additional paragraph to the end of the subsection “The Conversion
Offer — Conditions to the Conversion Offer — General
Conditions” on page 36 of the
conversion offer prospectus to provide additional detail regarding the basis upon which the
Company will determine whether material conditions have been satisfied.

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.

    Response

    •

    The Company has revised the disclosure set forth in the first and last
paragraphs of this section in response to the staff’s comment.

    •

    Because the Company is using the conversion offer prospectus as a
preliminary prospectus to make offers to holders of Series A Preferred Stock
pursuant to Rule 162, it is the Company’s view that the tax section contained
in the conversion offer prospectus should speak as of the date of that
prospectus. However, the Company undertakes that it will file an amendment to the
Registration Statement prior to its effectiveness that will amend this
disclosure so that it speaks as of the effective date of the registration
statement. The Company will also cause its counsel to issue a revised tax
opinion that speaks as of such date and will file such opinion as an exhibit to
the pre-effective amendment.

[Letterhead of Blank Rome LLP]

Ms. Jennifer Hardy

December 1, 2005

Page 8

    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.

    Response

    Given the absence of legal authority governing the tax treatment of the conversion offer,
counsel is unable to give a “will” opinion. The Company has revised its disclosure on page
71 of the conversion offer prospectus to state that this uncertainty is the reason for
counsel’s “should” 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.

    Response

    The information contained in the second bullet point in the section entitled “Incorporation
of Certain Documents by Reference” has been incorporated by reference p