SecProbe.io

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[GRAPHIC OMITTED]                    TB Wood's Corporation
TB Wood's                            440 North Fifth Avenue
                                     Chambersburg, Pennsylvania 17201-1778
                                     717.267.2900, ext.4465 tel 717.264.7732 fax

                                                              September 13, 2005
Ms. Nilima N. Shah
Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street NW
Washington, D.C. 20549-0510

Re.:
TB Woods Corporation
File Number 1-14182
Form 10K for the year ended December 31, 2004

Dear Ms. Shah,

I am pleased to submit a summary of the ongoing discussions between the Staff of
the Securities and Exchange Commission and TB Wood's Corporation (the Company).
On the basis of our teleconference on September 8, 2005, you indicated that the
Staff had discussions with representatives of the Financial Accounting Standards
Board with regards to the recent amendments to the Company's post-employment
healthcare benefits and was able to conclude that:

     1)  the December 2001 amendment that eliminated post-employment healthcare
         benefits for all of the then active employees of the Company should be
         treated as a curtailment and negative plan amendment, with the negative
         plan amendment being amortized over the remaining lives of the
         non-active employee plan participants;
     2)  the Company's accounting for the plan to increase cost sharing for plan
         participants as a negative plan amendment, effective in January 2004,
         should not have occurred as this matter was not communicated by the
         Company to the plan participants and accordingly plan amendment
         accounting recognition was premature; and
     3)  the December 2004 actions taken by the Company to shift all of the
         future cost of the plan benefits to the remaining plan participants,
         and the resulting departure of substantially all such participants,
         effectively constitutes an "in-substance" plan termination.

Accordingly, we have reviewed the accounting effect of this position, with which
we and our independent accountants, Grant Thornton LLP, concur and determined
the following:

     1)  no accounting period prior to 2004 would be affected by this position;
     2)  as a result of Item 2 above, the accounting should have resulted in a
         reduction of net income for each of the quarters in the year ended
         December 31, 2004 in the amount of $23,000 per quarter to give effect
         to a) a reduction in the amortization of the previously recognized
         January 2004 negative plan amendment and b) the resulting increase in
         interest cost. This adjustment is less than $0.005 per share in each
         quarter of 2004;
     3)  the $9.3 million pre-tax gain recognized by the Company in the fourth
         quarter of 2004 would be increased by $151,000, and the full impact on
         the fourth quarter, after taking into consideration the quarterly
         adjustment described in Item 2 above, would be an increase in net
         income of $69,000, or $0.01 per share, thereby increasing earnings per
         share in the fourth quarter from $1.11 to $1.12;
     4)  there would be no impact on net income for the full year ended December
         31, 2004

                                       1
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Based on the above information, the Company's senior management evaluated the
effect of the above errors, both from a quantitative as well as qualitative
perspective, and have concluded that the errors are not material to the
consolidated financial statements for the year ended December 31, 2004, or for
any interim period included therein. Accordingly, the management of the Company
intends to advise the Company's Audit Committee that there is no need to restate
the consolidated financial statements included in our annual report on Form 10-K
for the year ended December 31, 2004, or restate any interim periods included
therein. The Company's independent accountants have agreed with this conclusion.

As a result, and as a follow up to the report on Form 8-K that the Company filed
on August 19, 2005 indicating that shareholders should no longer place any
reliance upon the aforementioned financial statements in light of the Company
expectations that it would be required to restate its consolidated financial
statements included in its annual report on Form 10-K for the year ended
December 31, 2004, we intend to file a current report on Form 8-K advising our
shareholders of management's final conclusion that such financial statements, as
originally and currently filed, may be relied upon.

The Company also intends to promptly amend its quarterly report on Form 10-Q for
the quarter and six months ended July 2, 2005 and July 1, 2004 to reverse the
effect of accounting entries made thereto in connection with preparing such
financial statements in contemplation of a restatement of previously reported
results related to this matter. No similar action is required with respect to
the quarterly report on Form 10-Q for the quarter ended April 1, 2005 that is
currently on file as a restatement was not contemplated when this report was
originally filed and no revisions of the original filing been filed with the
Securities and Exchange Commission. In addition, as you have requested, we will
file via EDGAR our most recent correspondence with you dated August 11, 2005.

The Company requests the Staff confirm that our understanding of your position
is correct and that you acknowledge that our proposed actions conform to your
views on how to best remediate this matter. As you may be aware, we recently
extended the tender offer to purchase shares of our common stock through
September 20, 2005, and we strongly desire to bring this matter to a close in
the most expedient manner possible to complete that process.

We look forward to your response and conclusion of this matter with you in the
very near future. Please do not hesitate to contact me at 717-264-7161 ext 4465
or via email at jhorvath@tbwoods.com. Your assistance and cooperation with
respect to this matter have been very much appreciated.

                                       Sincerely,

                                      /s/Joseph C. Horvath

                                      Joseph C. Horvath
                                      Vice President and Chief Financial Officer

                                       2
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[GRAPHIC OMITTED]                    TB Wood's Corporation
TB Wood's                            440 North Fifth Avenue
                                     Chambersburg, Pennsylvania 17201-1778
                                     717.267.2900, ext.4465 tel 717.264.7732 fax

                                                              September 20, 2005
Ms. Nilima N. Shah
Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street NW
Washington, D.C. 20549-0510

Re.:
TB Woods Corporation
File Number 1-14182
Form 10K for the year ended December 31, 2004

Dear Ms. Shah,

The SEC has asked TB Wood's Corporation (the Company) to provide additional
information pertaining to the Company's materiality assessment in accordance
with Staff Accounting Bulletin Number 99 (SAB 99) as referred to in our letter
to you dated September 13, 2005. The following is intended to supplement and
support the Company's assertion that the impact of recognizing the January 2004
actions as a negative plan amendment, and resulting additional amortization, did
not have a material effect on the quarterly reports during the year ended
December 31, 2004.

The Company has reviewed the provisions of SAB 99 in reaching its conclusion as
the whether the amounts are material to the financial statements presented.
Financial information contained herein is expressed in thousands of dollars,
except per share amounts. The following table sets forth the historical
operations of the Company for the first three quarters of 2004.

<TABLE>
<CAPTION>
----------------------------- ---- -------------- --- --------------- --- --------------
                                       Q-1 2004           Q-2 2004            Q-3 2004
----------------------------- ---- -------------- --- --------------- --- --------------
<S>                           <C>                  <C>                 <C>
Revenue                       $           26,084   $          25,451   $        25,279
----------------------------- ---- -------------- --- --------------- --- --------------
Operating income                             724                 648            (1,163)
----------------------------- ---- -------------- --- --------------- --- --------------

Net income                                   134                  95            (1,346)
----------------------------- ---- -------------- --- --------------- --- --------------

EPS                                         0.03                0.02             (.026)
----------------------------- ---- -------------- --- --------------- --- --------------
</TABLE>

The misstatement arises from the early implementation of a favorable, less
costly plan amendment that was not communicated to plan participants (all
retirees). The position taken by the SEC staff was not to recognize the effects
of this plan amendment. By not doing so, the accounting impact would have
produced a reduction of net income for each of the quarters in the year ended
December 31, 2004 in the amount of $23,000 per quarter to give effect to (i) a

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reduction in the amortization of the previously recognized January 2004 negative
plan amendment and (ii) the resulting increase in interest cost, and the
restated net income and earnings per share would be as shown below.

<TABLE>
<CAPTION>
----------------------------- ---- -------------- --- --------------- --- --------------
                                       Q-1 2004           Q-2 2004            Q-3 2004
----------------------------- ---- -------------- --- --------------- --- --------------
<S>                                          <C>                  <C>           <C>
Net income                                   111                  72            (1,369)
----------------------------- ---- -------------- --- --------------- --- --------------
EPS                                         0.02                0.01             (.026)
----------------------------- ---- -------------- --- --------------- --- --------------
</TABLE>

Notably the adjustment does not affect change reported earnings per share, as
the effect is less than $0.005 per share in each of the first three quarters of
2004. [Joe, it does impact EPS]. From a sole quantitative perspective, the %
percentage impact on net income is significant (more than 5%) in the first and
second quarters of 2004, (more than 5%), however the small amounts of net income
previously reported in these quarters would lead to virtually any adjustment
having a greater than 5% effect--$7 and $5 would be the 5% threshold for each of
the first two quarters 1 and 2 of 2004, respectively. Accordingly, management
concluded that it was more important to consider the quantitative impact
relative to the financial statements taken as a whole, and also take into
consideration the appropriate qualitative matters, as further discussed below.

Certainly, the amounts in question have no material impact on the Company's
financial position, and by their very nature, did not affect cash flows.
Therefore, management first considered how the change might be viewed relative
to comparisons to other periods (same quarter prior year and quarter over
quarter) as presented below.

<TABLE>
<CAPTION>
----------------------------- ---- ---------------- --- ------------------- --- -------------------
                                        2003                   2004                    2004
                                    (as reported)         (as reported)           (if Restated)
----------------------------- ---- ---------------- --- ------------------- --- -------------------
<S>                                           <C>                     <C>             <C>
Qtr 1 Net income                               214                     134             111
----------------------------- ---- ---------------- --- ------------------- --- -------------------

----------------------------- ---- ---------------- --- ------------------- --- -------------------
Qtr 2 Net income                               349                      95              72
----------------------------- ---- ---------------- --- ------------------- --- -------------------

----------------------------- ---- ---------------- --- ------------------- --- -------------------
</TABLE>

As can be seen when viewing "as reported" contrasted with an "as restated" view,
as set forth below, their clearly is no discernible impact arising from this
adjustment that would cause an informed reader to make varied judgments about
the Company's operating results under either presentation. Frankly, the
operating performance was weak before the adjustment and not noticeably worse
afterwards. Since the Company reported negligible net income for the first two
quarters of 2004 making a quantitative analysis solely based on % impact on net
income therefore seems to be misleading.

The Company also based its assessment on the qualitative aspects the matter. The
Company evaluated several of the qualitative factors listed in SAB 99 in its
evaluation, including the following.

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(1)  The misstatement from an absolute dollar perspective effect is not
     significant.

(2)  No earning or other trends are masked, and the plan was effectively
     terminated on December 31, 2004.

(3)  The impact of the misstatement does not change the direction of earnings
     and has no impact on cash flows.

(4)  The misstatement has no impact on the Company's debt compliance or on
     management's compensation.

Accordingly, the Company stands behind its conclusions that this matter does not
materially affect its quarterly results in 2004, and no restatement of
previously issued financial statements is necessary.

Please do not hesitate to contact me at 717-264-7161 ext 4465 or via email at
jhorvath@tbwoods.com if you need additional information.

                                      Sincerely,

                                      /s/Joseph C. Horvath

                                      Joseph C. Horvath
                                      Vice President and Chief Financial Officer

                                       3
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[GRAPHIC OMITTED]                    TB Wood's Corporation
TB Wood's                            440 North Fifth Avenue
                                     Chambersburg, Pennsylvania 17201-1778
                                     717.267.2900, ext.4465 tel 717.264.7732 fax

                                                                 August 11, 2005
Ms. Nilima N. Shah
Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
450 Fifth Street NW
Washington, D.C. 20549-0510

Re.:
TB Woods Corporation
File Number 1-14182
Form 10K for the year ended December 31, 2004

Dear Ms. Shah,

I am pleased to submit additional information for your consideration in response
to matters set forth in your letter dated July 27, 2005 and as a follow up to
recent telephone conversations with you and Ms. Leslie Overton, with respect to
the TB Wood's Corporation (the Company) accounting for post-employment
healthcare benefits (OPEBs), as set forth in its annual report on Form 10-K for
the year ended December 31, 2004. Specifically, you have