SecProbe.io

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March 5, 2005

Via Facsimile at 312.782.8585 and U.S. Mail
Elizabeth C. Kitslaar, Esq.
Jones Day
77 West Wacker
Chicago, Illinois 60601

	Re:	AMX Corporation, Inc.
		Schedule TO-T; Schedule TO-T/A
		Filed February 24 and March 1, respectively,
		by Duchossois Industries, Inc.,Thrall Omni Company, Inc.
		and Amherst Acquisition Co.
		SEC File No. 5-46481

Dear Ms. Kitslaar:

	We have the following comments on your filings.

General

1. Please advise us as to how the bidders commenced the offer
under Rule 14d-2 and the method by which the offering materials have
been disseminated.

2. Please advise us what consideration has been given to
continuing to update the Schedule TO disclosure to reflect any material
developments in the course of the private litigation and the
extent to which such amendments, if filed, will be viewed as a material
change to the offer disclosure requiring that at least five
business days remain in the tender offer.  In addition, advise us how
such changes will be disseminated to security holders.

3. The Schedule TO-C filed on February 15, 2005 indicated that
forward-looking statements made in connection with the tender
offer enjoyed the safe harbor protection afforded by the Private
Securities Litigation Reform Act of 1995.  This Act, by its terms, does
not apply to forward-looking statements made in connection with a
tender offer.  Please revise the SC TO disclosure to affirmatively
indicate that the forward-looking statements made in connection with
this tender offer have not been protected by the Act`s safe harbor, and
confirm that the bidders will not reference in future
communications the Act in this context.

      8. Information Concerning AMX

4. Please refer to the first paragraph of this section.  We note
that the bidders are not assuming responsibility for the accuracy or
completeness of any information contained in this Section.  While
the bidders may include appropriate language about the limits on the
reliability of the information, the bidders may not disclaim
responsibility for its accuracy.  Please revise.

5. Disclose, if true, the extent to which members of AMX
management members will benefit from a change of control transaction
due to the receipt of benefits or other compensation arrangements not
shared on a pro rata basis with unaffiliated security holders.  Quantify
those benefits or additional compensation to the extent practicable.
See Item 1011(b) of Regulation M-A.

	12. Source and Amount of Funds

6. Disclose your alternative financing arrangements or alternative
financing plans in the event the primary financing plans fall
through.  See Item 1007(b) of Regulation M-A.

Certain Conditions of the Offer, page 39

7. Please advise us, with a view toward revised disclosure, of the
effect, if any, of the lawsuit filed by security holders has had
on the determination of whether conditions (a) or (c) to the offer
have been met.

8. Please refer to the first paragraph that follows the offer
conditions.  The bidders have indicated that the conditions that
follow this paragraph may be asserted "at any time and from time
to time."  Defining the conditions as an ongoing right suggests that
the conditions to the offer may be raised or asserted after expiration
of the offer.  Please be advised that all conditions to the offer,
other than those dependent upon the receipt of necessary government
approvals, must be satisfied or waived before the expiration of
the offer and not the date shares are accepted.  Please revise the
disclosure to make clear that all conditions to the offers, other
than those dependent upon receipt of necessary government
approvals, must be satisfied or waived before expiration of the offer.

Closing Comments

 	Please respond to these comments by electronically submitting
a response letter filed via EDGAR and "tagged" as correspondence.
As appropriate, please also amend your document in response to these
comments.  You may wish to provide us with marked copies of the
amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your amendment and responses to our comments.  If the information you
provide in response to our comments materially changes the
information that you have already provided to security holders,
the bidders may have to consider disseminating the revised materials
in a manner reasonably calculated to inform them of the new
information.

 	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require
for an informed decision.  Since the purchasers are in possession of
all facts relating to their disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the purchasers acknowledging that:

* the purchasers are responsible for the adequacy and accuracy of
the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the purchasers may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.

      If you do not agree with a comment, please explain why in
your response. Please direct any questions regarding our comments to me
at (202) 942-2920.  You may also reach us by facsimile at (202) 942-9638.

								Sincerely,

								Nicholas P. Panos
								Special Counsel
								Office of Mergers
								and Acquisitions

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