SecProbe.io

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                                                July 28, 2005

Mail Stop 0510

Joseph M. Fiamingo
Chief Executive Officer
International Wire Group, Inc.
101 South Hanley Road, Suite 1050
St. Louis, Missouri 63105

Re:	International Wire Group, Inc.
      	Amendment No. 3 to Form S-1
      Filed on July 21, 2005
      	File No. 333-120736

Dear Mr. Fiamingo:

	We have reviewed the amended filing and have the following
comments.  Where indicated, we think you should revise the
document
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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

MD&A - Overview, page 22

1. We note that you have been notified by Viasystems that they are
electing not to renew their insulating wire supply agreement and
that
will terminate, in accordance with its terms, on December 31,
2005.
Please revise your disclosures, if applicable, to address the
potential impact of this termination on the value of your customer
relationship intangible asset.

Prior Comment 1

2. We reviewed your response and revised disclosures.  Regarding
the
impairment of trade names and trademarks that you recorded during
the
period ended December 31, 2004, it appears to us you have assumed
that higher component costs will continue and you will be unable
to
pass-through these costs to your customers for the foreseeable
future.  Since we assume these are your expectations regarding
future
operations, it appears to us that they should be more prominently
disclosed and discussed as such in your Overview in MD&A and in
Risk
Factors.

Prior Comment 3

3. We reviewed your response and revised disclosures.  Please
revise
the disclosures on page F-36 and F-50 to quantify the amount by
which
your coverage exceeds insurance settlements to date as of the most
recent balance sheet date.  In addition, please revise note (a) on
page F-50 to quantify the amount of the settlement.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment 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.

      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 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.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 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.

      Please direct accounting comments to Melinda Hooker at (202)
551-3732 or, in her absence, to Anne McConnell at (202) 551-3709.
Direct questions on other disclosure

issues to Chris Edwards at (202) 551-3742 or in his absence to
Jennifer Hardy, Branch Chief, at (202) 551-3767.

Sincerely,

Jennifer R. Hardy
Branch Chief

cc:	R. Scott Cohen, Esq.
Weil, Gotshal & Manges LLP
200 Crescent Court, Suite 300
Dallas, Texas 75201
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Joseph M. Fiamingo
International Wire Group, Inc.
July 28, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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