SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

November 22, 2010

Via U.S. Mail

Cheri T. Holley
Vice President and General Counsel  Titan International, Inc.  2701 Spruce Street Quincy, IL 62301
Re: Titan International, Inc.
  Registration Statement on Form S-4   Filed:  November 2, 2010   File No.:  333-170296

Dear Ms. Holley:
We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amendi ng your registration statement and providing
the requested information.  Where you do not believe our comments apply to your facts
and circumstances or do not believe an amen dment is appropriate, please tell us why in
your response.
 After reviewing any amendment to your re gistration statement and the information
you provide in response to these comments,  we may have additional comments.
 General

1. We note that you are registering the ne w 7.875% Senior Secured Notes due 2017 in
reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-
Action Letter (April 13, 1988) .  See also Morgan Stan ley & Co. Inc., SEC No-
Action Letter (June 5, 1991) and Sherman & Sterling, SEC No-Action Letter (July
2, 1993).  Accordingly, with the next am endment, please provide us with a
supplemental letter stating that  you are registering the exchange offer in reliance on
our position contained in thes e letters and include the re presentations contained in
the Morgan Stanley and Sherma n & Sterling no-action letters.

Cheri T. Holley
Titan International, Inc. November 22, 2010
Page 2

2. We note that four of your subsidiaries will guarantee the debt securities issued by
Titan International, Inc., and as such the registration statem ent at the time of
effectiveness must comply with the financial statement requirements for subsidiary guarantors set forth in Rule 3-10 of Regula tion S-X.  We note that Note 20 on page
14 of your financial statements for th e period ended September 30, 2010 does not
provide the required disclosure with respect  to the exchange notes subject to the
registration statement.  In an appropriate section of the filing please disclose that
the guarantees are full and unconditional, and that the guarantors of the 8% senior
unsecured notes and 5.625% convertible se nior subordinated not es discussed in
Note 20, are the same wholly-owned subsid iaries as the subsid iaries guaranteeing
the exchange notes.  In addition, please confirm in the filing that the tabular
disclosure on page 14 of the quarterly report and page F-30 of your most recent
annual report is equally applicable to th e exchange notes.  For additional guidance
please see Rule 3-10(f) of Regulation S-K, and Release No. 33-7878 dated August
15, 2000, found on the Commi ssion’s website at http://www.sec.gov/rules/final/33-
7878.htm .
 Prospectus Cover Page

3. Please confirm supplementally that the offer will be open for at least 20 full
business days to ensure compliance with Ru le 14e-1(a) of the Exchange Act.  As
currently drafted, the offer could be open fo r less than 20 full business days due to
the 5:00 p.m. expiration time instead of an expiration time of midnight on what
may ultimately be the twentieth business day following commencement.  See
Question and Answer Eight in Excha nge Act Release No. 16623 (March 5, 1980)
and Rule 14d-1(g)(3).  Further, please confirm that the expiration date will be
included in the final prospectus disseminate d to security holders and filed pursuant
to the applicable provisions of  Rule 424 under the Securities Act.
 Market and Industry Data, page ii

4. We note your disclosure in the middle of  the paragraph about your inability to
guarantee the accuracy and completeness of any third party information incorporated in the prospectus.  Please not e that you are responsible for the entire
content of the registration statement and that you may not use language that would
be interpreted as a di sclaimer of the information you ha ve chosen to include in the
filing.  Please revise accordingly.
 Risk Factors, page 12

5. We note your disclosure in the penultimat e sentence of the introductory paragraph.
Please note that you must discuss all curre ntly material risks known to you.  Please
revise your disclosure to remove any implications that your risk factor disclosure is
not materially complete.

Cheri T. Holley
Titan International, Inc. November 22, 2010
Page 3

 Expiration, Extension and Amendment, page 27

6. We note that you reserve the right to de lay accepting any original notes.  Please
clarify in what circumstances you will de lay acceptance and confirm that any such
delay will be consistent with Rule 14e- 1(c).  If you are referring to the right to
delay acceptance only due to an extensi on to the exchange offer, so state.

7. We note your reservation of the right to ame nd the terms of the offer.  Please revise
your disclosure to indicate that, in the event of a mate rial change in the offer,
including the waiver of a material cond ition, you will extend the offer period if
necessary so that at least five business days remain in the offer following notice of
the material change.
 8. Please advise us as to how oral notice of  any extension termination or amendment
is reasonably calculated to reach register ed holders of the outstanding notes or
otherwise satisfies the requi rements of Rule 14e-1(d).

Conditions to the Exchange Offer, page 27

9. An exchange offer may only be subject to conditions that are not within the direct
or indirect control of the bidder and are dr afted with sufficient specificity to allow
for objective verification that the conditions have been satisfied.  Please revise your
disclosure to avoid the refe rence to “threatened” actions, as it is unclear how this
could be objectively determined.
 Return of Outstanding Notes Not Accepted or Exchanged, page 29

10. We note the disclosure indicating that you will return any outstanding notes not
accepted for exchange “as promptly as practicable” after expiration or termination of the exchange offer.  We note similar disclosure at the end of your “Procedures
for Tendering” discussion on page 28.  Ru le 14e-1(c) requires  that you exchange
the notes or return the old notes “promp tly” upon expiration or termination of the
offer, as applicable.  Please revise here and throughout the document, as necessary.

Description of Other Indebtedness, page 73

11. We note your disclosure regarding your cr edit facility, yet the credit agreement has
not been filed as an exhibit to the regi stration statement, or incorporated by
reference, as the case may be.  Please file a complete copy of this agreement as an exhibit with your next amendment, or ot herwise tell us why the filing of this
agreement would not be required. Refer to  Item 601(b)(10) of Regulation S-K.

Cheri T. Holley
Titan International, Inc. November 22, 2010
Page 4

 Material United States Federal In come Tax Considerations, page 76

12. We note that the tax opini on regarding the material U.S. federal income tax
consequences of the exchange has been f iled as Exhibit 8.1 in short form.  Because
it appears that you intend the tax discussi on section to set forth counsel’s opinion,
please revise your disclosure to clearly state that the discu ssion and each of the
conclusions in the prospectus are the opi nion of counsel and ensure that counsel
presents its full opinion in this section of the prospectus and cl early identifies the
matters upon which counsel is opining.

Legal Matters, page 80

13. Please revise your disclosure here to indi cate legal counsel that will opine on the
enforceability of the obligati ons under each guarantee.
 Part II – Information Not Required in Prospectus, page II-1

 Signatures

14. Please note that with respect to the subsid iary guarantors, the registration statement
must also be signed by the principal fina ncial officer, controller or principal
accounting officer and by at least a major ity of the board of directors of each
registrant.  See Instruction 1 to signa tures on Form S-4.  Please have all the
requisite parties sign the regi stration statement accordingly.
 Exhibit 5.1 – Opinion of Bodman LLP

Exhibit 5.2 – Opinion of Schmiedeskamp, Robertson, Neu & Mitchell LLP

15. Please be advised that the exchange notes  and the guarantees re present contractual
obligations of the company and the subsid iary guarantors and, therefore, counsel
must opine that these securities are bi nding obligations of the company and the
subsidiary guarantors under the state cont ract law governing these securities (i.e.,
the laws of the State of New York).  See Item 601(b)(5) of Regulation S-K.

• To the extent that the opinion of Bodman LLP will opine that the exchange
notes will represent binding obliga tions of the company, please have
counsel remove the assumption that th e indenture is governed by the laws
of the State of Michigan.  Counsel mu st provide an opinion on the laws of
the State of New York which govern the enforceability of these debt
securities.
• To the extent that the opinion of Schmiedeskamp, Robertson, Neu &
Mitchell LLP will opine that the guarantees will represent binding obligations of each subsid iary guarantors, please have counsel revise its
opinion to clearly identify the guarant ees as separate securities which are

Cheri T. Holley
Titan International, Inc. November 22, 2010
Page 5

being registered under the Securitie s Act of 1933, and state that the
guarantees, and not only the provisions of the indenture applicable to the
guarantors, represent binding obligati ons of the guarantors under the laws
of the State of New York.
• The opinion of Bodman LLP must clearly  specify what matters of law and
legal conclusions governed by the laws of the State of Illinois counsel is
assuming for purposes of rendering it s opinion.  We note that neither
opinion opines that the company and the subsidiary guarantors are duly
organized under the laws of their re spective jurisdictions or that the
indenture was duly authorized, executed  and delivered by each of the noted
parties.  Please have each counsel revise its respective opinion to clearly
define the scope of each opinion, identify the securities covered by the opinion, and ensure that the opinion covers the laws of the proper
jurisdiction.  In this regard, please have Illi nois counsel remove its
assumption that with respect to matters involving the guarantor incorporated under the laws of the State of Ohio, the laws of the State of
Illinois would apply.
We may have additional comments followi ng the review of the revised opinions.
 Exhibit 8.1 – Tax Opinion of Bodman LLP

16. We note counsel’s statements se t forth in the last paragra ph of the first page of the
opinion, including the statement that if certa in facts, statements and assumptions
that you have relied on to issue the opin ion are incorrect, your opinion may not be
relied upon.  Please note that it is inappropriate for counsel to assume any of the
material facts underlying the opinion or facts that are readily ascertainable.  Therefore,
please remove this statement from the opinion.  Note that we will not object if counsel
assumes  that the exchange offer will be  conducted as described in the registration
statement.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 1933 and all applicable Securities Act rules require.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the ev ent you request acceleration of the
effective date of the pending registration stat ement please provide a written statement from
the company acknowledging that:

• should the Commission or the staff, acting pu rsuant to delegated authority, declare
the filing effective, it does not forecl ose the Commission from taking any action
with respect to the filing;

Cheri T. Holley
Titan International, Inc. November 22, 2010
Page 6

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does no t relieve the company from its full
responsibility for the adequacy  and accuracy of the disclo sure 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.  Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of th e registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective
responsibilities under the Secu rities Act of 1933 and the Secu rities Exchange Act of 1934
as they relate to the proposed public offeri ng of the securities specified in the above
registration statement.  Please allow adequate time for us to review any amendment prior
to the requested effective date of the registration statement.

You may contact Era Anagnosti, Staff Atto rney, at (202) 551-3369 or me at (202)
551-3760 with any questions.
 Sincerely,
Pamela A. Long
Assistant Director

cc:  Barbara A. Bowman, Esq. (V ia Facsimile at (313) 393-7579)
       Bodman LLP