SecProbe.io

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      April 28, 2005

Mail Stop 0510

By U.S. Mail and facsimile to (216) 991-9316

Robert D. Vilsack, Esq.
General Counsel and Secretary
Park-Ohio Industries, Inc.
23000 Euclid Avenue
Cleveland, Ohio 44117

      Re: 	Park-Ohio Industries, Inc.
      	Form S-4 filed March 30, 2005
		File No. 333-123665

Dear Mr. Vilsack:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your 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.

      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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

FORM S-4 FILED MARCH 30, 2005

Cover Letter

1. Please revise your cover letter to state that you intend to
rely
on the position the staff has taken in Exxon Capital Holdings
Corporation (May 13, 1988) and subsequent related no action
letters
and to include the representations included in Shearman & Sterling
(July 2, 1993).

Cover Page

2. As currently represented, the offer could be open for less than
twenty full business days due to the 5:00 p.m. expiration time
instead of an expiration time of midnight on what ultimately may
be
the twentieth business day following commencement.  See Question
and
Answer 8 in Exchange Act Release No. 16623 (March 5, 1980).
Please
confirm that the offer will be open at least through midnight on
the
twentieth business day.  See Exchange Act Rule 14e-1.

3. To the extent additional subsidiaries of the company come into
existence and are made guarantors on the exchange notes prior to
the
expiration of the offering period, we assume you will update the
facing page, the signature pages, and financial statements to
reflect
the additional guarantors.

Market and Industry Data, page i

4. You may not disclaim responsibility for your disclosure.  Also,
you should not use data that you do not believe is accurate.
Therefore, remove the disclosure that you make no representations
about the accuracy of your document.

Summary, page 1

5. We note your summary contains a lengthy description of the
company`s business and business strategy.  Further, we note the
identical disclosure appears later in your prospectus.  In the
summary, you are to carefully consider and identify those aspects
of
the offering that are the most significant and determine how to
best
highlight those points in clear, plain language.  The summary
should
not include a lengthy description of the company`s business and
business strategy.  This detailed information is better suited for
the body of the prospectus.  If you want to highlight key aspects
of
your business strategy, consider listing these in a bullet-point
format, with one sentence per bullet point.  See Item 503(a) of
Regulation S-K and part IV.C. of SEC Release No. 33-7497 (Jan. 28,
1998).

Summary Historical Consolidated Financial Data, page 10

6. We note that you present EBITDA because you believe it "could"
be
useful to investors in assessing your operating performance.  Item
10
of Regulation S-K requires you to provide a statement disclosing
the
reasons why management believes a non-GAAP measure they present is
useful to investors.  Please provide such a statement or omit the
non-GAAP measure you present.  In addition, if you continue to
present this non-GAAP measure, revise the disclosures related to
its
limitations to address the potential limits of excluding income
taxes.
Risk Factors, page 13
To service our indebtedness, we will require a significant amount
of
cash . . ., page 14

7. Please quantify your debt service obligations.

8. Please add risk factor disclosure at appropriate places to
disclose that your credit facility is secured by substantially all
of
your assets and that a significant portion of your debt is at a
variable rate of interest, which could increase your interest
expense
in the event that interest rates rise.

Disclaimer Regarding Forward-Looking Statements, page 23

9. The safe harbor for forward-looking statements provided in the
Private Securities Litigation Reform Act of 1995 does not apply to
statements made in connection with a tender offer.  See Section
27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the
Exchange Act.  Therefore, please delete the reference to the safe
harbor or state explicitly that the safe harbor protections it
provides do not apply to statements made in connection with the
offer.

MD&A - Results of Operations, page 29

10. To the extent practicable, quantify the impact of each factor
you
identify as impacting your results of operations.

MD&A - Liquidity and Sources of Capital, page 32

11. We note that you present Defined EBITDA because it is a
measure
used in certain debt covenants.  Revise your presentation of this
non-GAAP measure to comply with the guidance in Question 10 of
"Frequently Asked Questions Regarding the Use of Non-GAAP
Financial
Measures."

12. Disclose and discuss why accounts receivable increased at a
significantly higher rate than sales during 2004.

13. Revise the table of contractual obligations to include the
cash
requirements for interest and post-retirement obligations.  Refer
to
Release No. 33-8350.

MD&A - Environmental, page 36

14. Based on your current disclosures, we assume that you do not
believe a material additional loss related to the identified
environmental sites and asbestos claims is "reasonably possible."
If
an additional material loss is reasonably possible, provide the
additional disclosures required by SAB 5:Y and SFAS 5.

Legal Proceedings, page 47

15. It appears that you may not have provided all of the
information
required by Item 103 of Regulation S-K.  Supplementally advise us,
with a view towards disclosure, whether the remaining asbestos
cases
specify a dollar amount and whether the aggregate amount of
specified
damages exceeds ten percent of your current assets as of December
31,
2004.  In the event additional disclosure is required because the
threshold noted above has been triggered, please provide the
required
disclosures.

Description of Other Indebtedness, page 55

16. We note your statement that a cross-default on your other debt
would constitute an event of default on your revolving credit
facility.  Please elaborate on the terms of your outstanding
indebtedness relating to events of default if a default could
result
in the acceleration of such indebtedness and therefore an event of
default under the indenture.  If the violation of financial
covenants
you have made in connection with other indebtedness would
ultimately
result in an event of default under the indenture, please describe
those covenants as they would be in effect from time to time
throughout the term of the exchange notes.  Finally, if a default
in
any of the terms of your outstanding indebtedness could result in
the
acceleration of that indebtedness and therefore an event of
default
under the indenture, please include a risk factor discussing this
possibility and the company`s ability to repay all accelerated
indebtedness, including the exchange notes, simultaneously.

Expiration Date; Extensions; Amendments, page 59

17. We note disclosure that you reserve the absolute right to
waive
the satisfaction of conditions of the exchange offer as to any
particular outstanding notes.  Revise this disclosure to indicate
that to the extent you waive any condition of the offer, you will
waive that condition for all holders of the outstanding notes.

Conditions, page 60

18. All offer conditions, except those related to the receipt of
government regulatory approvals necessary to consummate the offer,
must be satisfied or waived at or before the expiration of the
offer,
not merely before acceptance of the outstanding notes for
exchange.
Please revise the language accordingly.

Certain U.S. Federal Income Tax Considerations . . ., page 110

19. Revise this subheading as well as the disclosure that follows
to
clarify that you are discussing all "material," rather than
"certain"
or "certain material" tax considerations.

20. Delete the statement that the discussion is "for general
information only" and similar language that appears at the bottom
of
page 115 discussing ERISA considerations.  This language may
suggest
that you do not have full responsibility under the federal
securities
laws for this discussion.  Note that we do not object to the
statement that purchasers should consult their tax advisors with
respect to their particular circumstances.

Legal Matters

21. Please identify counsel who will pass on the validity of the
guarantees.

Consolidated Financial Statements
General

22. We note that you refer to "independent actuaries," an "outside
consultant," and an "independent appraisal firm" in the notes to
your
financial statements.  Either identify these experts or delete
your
references to them.  We remind you that if you identify and refer
to
experts, you must include their consent.  Refer to Section 436(b)
of
Regulation C.

23. Provide the disclosures required by Schedule II.

Note A - Summary of Significant Accounting Policies, page F-7
Inventories, page F-7

24. Separately state in-process inventory and finished good
inventory.  Refer to Rule 5-02-6(a) of Regulation S-X.

Property, Plant and Equipment, page F-7

25. Clarify the distinction between "major additions" and
"betterments."  Tell us why you charge betterments to accumulated
depreciation and tell us the accounting literature that supports
that
policy.  In addition, tell us the amount of betterments you
charged
to accumulated depreciation during each period.

Income Taxes, page F-7

26. Confirm to us, and revise your accounting policy and the
disclosures in note H and MD&A, to clarify that you record a tax
valuation allowance if, based on the weight of available evidence,
it
is "more likely than not" that some portion or all of your
deferred
tax assets will not be realized as required by paragraph 17 of
SFAS
109.  If your policy is other than as stated above, tell us how it
complies with SFAS 109.

Revenue Recognition, page F-8

27. We note that you recognize a majority of your revenue "when
title
is transferred to the customer, typically upon shipment."  Please
clarify each circumstance (excluding long-term contracts) when you
recognize revenue other than upon shipment and demonstrate how
your
policy for each such circumstance complies with SAB 101 or, if
there
aren`t any such circumstances, delete the term "typically" from
your
policy.  In addition, based on your disclosures it appears to us
that
you provide services.  Disclose when and how you recognize service
revenues and, if applicable, separately disclose service revenues
and
costs as required by Rule 5-03 of Regulation S-X.  Provide us a
comprehensive explanation of how you generate revenues and address
if
and how you have applied the guidance set forth in EITF 00-21 for
arrangements that include product and service deliverables.

28. Provide us a more comprehensive explanation of the nature of
your
long-term contracts and demonstrate to us how and why you
determined
that the percentage of completion method of accounting is
appropriate
and complies with SOP 81-1.

Note E - Other Assets, page F-12

29. Disclose your accounting policy for software development
costs.

Note F - Accrued Expenses, page F-13

30. Present an analysis of the product warranty accrual for each
year
that an income statement is presented as required by paragraph
14.b
of FIN 45.

Note N - Restructuring and Unusual Charges

31. Disclose how you determine the fair value of idle assets.

Note P - Supplemental Guarantor Information

32. Disclose that all the guarantor subsidiaries are "100% owned"
as
defined by Rule 3-10(h)(1) of Regulation S-X.  We note you use the
term "wholly-owned," however, that term is defined in Rule 1-
02(aa)
of Regulation S-X and is not the same as the term "100% owned."
If
all the guarantor subsidiaries are not "100% owned," tell us how
your
presentation complies with Rule 3-10 of Regulation S-X.
Opinion of Jones Day, Exhibit 5.1

33. The legality opinion must opine on the corporate laws of the
state of incorporation for each of the guarantor subsidiaries.
Therefore, please have counsel confirm in writing that it concurs
with our understanding that counsel is opining on all applicable
statutory provisions of Illinois, Pennsylvania, and Ohio law,
including the rules and regulations underlying those provisions,
and
the applicable judicial and regulatory determinations.  In
addition,
an opinion under Delaware law must be provided for Lallegro, Inc.

PARK-OHIO HOLDINGS CORP FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
2004

General

34. To the extent applicable, revise your future filings to comply
with the comments related to the Form S-4 filed by your
subsidiary.

Note I. Stock Plan, page 41

35. In future filings, please present the information in the table
related to options outstanding at year end in a format where the
exercise prices are segregated into meaningful ranges.  Refer to
paragraph 48 of FAS 123.

Item 9A. Controls and Procedures - Evaluation of disclosure
controls
and procedures, page 52

36. We note the disclosure that your Chief Executive Officer and
Chief Financial Officer concluded that the disclosure controls and
procedures were effective, in all material respects, to ensure
that
information required to be disclosed in reports filed and
submitted
under the Exchange Act is recorded, processed, summarized, and
reported as and when required.  Confirm and revise future annual
and
quarterly filings to:
* clarify, if true, that your officers concluded that your
disclosure
controls and procedures are effective at the reasonable assurance
level rather than in all material respects and
* clarify, if true, that your officers concluded that your
disclosure
controls and procedures are also effective for the purpose of
ensuring that information required to be disclosed in reports
filed
or submitted under the Exchange Act is accumulated and
communicated
to management to allow timely decisions regarding the required
disclosures.  See Exchange Act Rule 13a-15(e).  Alternatively you
may
disclose that your officers concluded that your disclosure
controls
and procedures are effective without subsequently defining
disclosure
controls and procedures.
      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 that is filed on EDGAR 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.

      Notwithstanding our comments