SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
							February 2, 2005

By Facsimile (305) 374-5095
Philip B. Schwartz, Esq.
Akerman Senterfitt
One Southeast Third Avenue, 28th Floor
Miami, Florida 33131
(305) 374-5600

Re:  	TIMCO Aviation Services, Inc.
	Schedule TO-I filed on January 26, 2005
	File No. 005- 47239

Dear Mr. Schwartz:

      We have the following comments on the above-referenced
filing. Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.

Offering Circular
Summary

1. Disclose the terms of the warrant, including the "nominal
consideration" for which Mr. Harber may purchase 30% of your
outstanding shares, pursuant to the warrant, and the meaning of
the "fully diluted basis" on which he may purchase such shares.
Further, explain in detail, the extent of the dilution shareholders can
expect to experience with the exercise of this warrant.  Please consider
providing the number and percentage of shares affected both
currently and after exercise of the warrant here, in this disclosure.  In
addition, please state here that Mr. Harber is a holder of 72.3%
of your 31,640,994 shares currently outstanding.

2. In conjunction with your increased disclosure on dilution,
please address your anticipated reverse stock split of "not less than
one-share-for-20 shares" as first discussed on page 6.

Will I receive accrued and unpaid interest on the Notes?  page 5

3. What is the value of the automatic conversion and conversion
premium as compared to the number of shares that would be issued
upon conversion, and as payable-in-kind interest, respectively, on the
notes held to maturity?  We understand that you may not be able to
provide the exact amount with certainty, because payable-in-kind
interest would depend upon the share price at the time.  We
believe, however, that you could present an informative comparison using
the interest rate and possible share values.  Please provide these
comparative values, in shares, for both the senior and junior
notes.

Is our financial condition relevant to your decision to convert
your Notes in the offer and consent solicitation?  Page 7

4. Explain the priority of claims of common stock as opposed to
debt securities under the Bankruptcy Code and the consequences, in the
event of a bankruptcy proceeding, of holding equity as opposed to
debt securities for noteholders who convert to common shares.
Please explain, in light of this priority, and the notes` specific
designation as a debt security, how you support the statement that
holders of the notes currently own a common stock equivalent.  We
note your risk factor on page 14.  Consider including here, or in
a separate question and answer, the differences in both shares to be
received and securityholder rights, which would accrue to
noteholders who accept the offer and consent as opposed to the non-tendering
noteholders.

Risk Factors
Adjustments to common stock purchase warrant exercise prices and
exercise dates.  page 15

5. Within this disclosure, please identify the holders of the
warrants and any relationship to you or related parties.  This
disclosure helps the reader to understand the likelihood of a
possible price reduction in the exercise price of the warrants.

Forward-Looking Statements, page 21

6. Your disclaimer in the last sentence of this section is
inconsistent with your obligation to amend the information
statement and Schedule TO upon a material change in the information
previously disclosed. Please revise or modify.

Background and Reasons for the Offer and Consent Solicitation,
Page 23

7. Explain how the offer "will open potential opportunities" for
you to raise incremental working capital for your business.  Please
explain what you mean by currently having no plans, proposals or
negotiations that would result in any material change in your
indebtedness or capitalization "and the application from time to
time of available cash to repay outstanding debt".  We note that the
stated purpose and effect of the offer and consent, is to remove
barriers to capital-raising.  You state, however, that you have no
current plans.  Please tell us in a supplemental response when you
intend to "raise incremental working capital" for your business.
All plans, proposals or negotiations, written or verbal should be
disclosed.

8. Explain what you mean by stating that the offer is being made
to "simplify and clean up" your balance sheet.  Please make this
revision throughout your document.

Determination of Conversion Premium, page 24

9. Explain why you "believe that it will be more advantageous to
holders of [your] Notes to agree to accept [your] offer and
consent solicitation than to retain their Notes or the rights
Noteholders would possess if they refrained from tendering in the offer
and consent solicitation".  How did the board determine the conversion
premium?

10. How will simplifying your balance sheet make your balance
sheet more understandable?  We understand that it is common practice
for companies to have debentures and noteholders.  What makes this
particularly burdensome to your company?  What are the future
uncertainties associated with the automatic conversion of the
notes into common stock at their maturity?  What are the enhancements to
which you refer?  What are the benefits that will accrue to your
noteholders and stockholders, respectively?   Disclose the board
considerations.

Lack of impact on existing holders of common stock, page 24

11. Please explain the benefits to stockholders of early
conversion of the notes.  Further, identify the dilution, in percentage
and shares, to the existing stockholders due to payment of the
conversion premium to be paid in addition shares of your common stock.
Describe the board`s analysis of the benefits of early conversion
outweighing this dilution.  Why does the board believe that the dilution
associated with the conversion premium does not materially alter
the interest in TIMCO that will be owned by existing holders of your
common stock on the ultimate maturity of the notes?  Does the
dilution reduce the value held by shareholders by at least 30%?
Please include the board`s analysis of the reverse stock split to
be made in this analysis.

Liquidity, page 24

12. Provide the basis for which you believe that in time the
common stock is more likely to have a more liquid trading market than
the trading market for your notes.

Proposed Amendments to Indentures, page 35

13. Please describe the provision of the notes that allows you to
make these proposed amendments applicable to the notes of those
holders who do not consent to such amendments.

14. Please include an explanatory summary of the result of the
amendments on noteholders` rights.  We note the chart
demonstrating the effect of each proposed amendment, but believe that a
summary paragraph of the most material effects of the proposed amendments
would be helpful to noteholders.  For example, as a result of the
proposed amendments you will be able to issue senior-subordinated
debt "with certain provisions".  Does this mean that such debt may
be senior to the noteholders` debentures?  How does this affect such
holders` priority in a possible claims disposition scenario as in
a bankruptcy proceeding or otherwise?  We note the "ranking"
description under the section entitled description of the notes.

Description of the Notes, page 41

15. Please clarify at the beginning of this section, if true, that
this section includes a description of the notes before any
amendment that may occur pursuant to the consent.

Related Party Term Note, page 44

16. What were the circumstances surrounding the issuance of the
warrant, beyond the fact that it was issued in connection with the
$6.1 million term loan.  For example, was this consideration for
Mr. Harber`s entering into the $6.1 million term loan?

Lender Approval Required for the Proposed Amendments, page 45

17. We note that the consents of the lenders under the CIT Group
Credit Facility and the Hilco Term Loan are required for the
proposed amendments and are a condition to this offer and consent.
Please tell us, in a supplemental response, whether or not you have
secured such consent.

Closing 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 issuer is in possession of all
facts relating to its disclosure, it is responsible for the accuracy and
adequacy of the disclosures it has made.

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

* the issuer is 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 issuer 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.

      As appropriate, please 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 file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.  In addition, depending upon your response to these
comments, a supplement may need to be sent to security holders.

      Please direct any questions to me at (202) 942-2903.  You
may also contact me via facsimile at (202) 942-9638.  Please send all
correspondence to us at the following ZIP code:  20549-0303.

          					Very truly yours,

       					Celeste M. Murphy
						Office of Mergers and
						Acquisitions

</TEXT>
</DOCUMENT>