SecProbe.io

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Mail Stop 7010
								October 3, 2005

James E. Condon
Vice President and Chief Financial Officer
Tekni-Plex, Inc.
260 North Denton Rap Road
Coppell, Texas 75019

      Re:	Tekni-Plex, Inc.
      Item 4.02 Form 8-K
      Filed September 29, 2005
		File No. 333-28157

Dear Mr. Condon:

	We have reviewed your Item 4.02 Form 8-K for compliance with
the
form requirements and have the following comments.

1.	Please amend your report to include an identification of the
financial statements and years or periods covered that should no
longer be relied upon as required by Item 4.02(a)(1) of Form 8-K.

2.	We note that you intend to file restated financial
statements.
However you have not indicated how or when you intend to do so.
Please tell us how and when you intend to file restated financial
statements. We may have further comments after you file the
restated
financial statements.

	We remind you that when you file your restated Form 10-K and
Forms 10-Q you should appropriately address the following:

* an explanatory paragraph in the reissued audit opinion,
* full compliance with APB 20, paragraphs 36 and 37,
* fully update all affected portions of the document, including
MD&A,
selected financial data, and quarterly financial data,
* updated Item 9A. and Item 4. disclosures should include the
following:
o a discussion of the restatement and the facts and circumstances
surrounding it,
o how the restatement impacted the CEO and CFO`s original
conclusions
regarding the effectiveness of their disclosure controls and
procedures,
o changes to internal controls over financial reporting, and
o anticipated changes to disclosure controls and procedures and/or
internal controls over financial reporting to prevent future
misstatements of a similar nature.
Refer to Items 307 and 308(c) of Regulation S-K.
* include all updated certifications.

      As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response.  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 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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

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

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company 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.

	You may contact Bret Johnson at (202) 551-3753, or me at
(202)
551-3768 if you have questions regarding our comments.

Sincerely,

John Cash
Accounting Branch Chief

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James Condon
Tekni-Plex, Inc.
October 3, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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