SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
May 27, 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.
	Amendment No. 1 to Registration Statement on Form S-4
Filed May 10, 2005
	File No. 333-123665

Dear Mr. Vilsack:

      We have reviewed your filings and have the following
comments.
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.

General

1. Provide updated financial statements and related disclosures as
required by Rule 3-12 of Regulation S-X.

Cover Letter

2. We have reviewed your response to comment 1 in our letter dated
April 28, 2005.  Please revise the cover letter to include the
representations in the Sherman & Sterling no-action letter with
respect to the prospectus delivery obligations of broker-dealers
who
receive new securities in the exchange offer.

Management`s Discussion and Analysis of Financial Condition, page
25
Liquidity and Sources of Capital, page 30

3. We note the revisions you made to your tabular presentation of
contractual obligations in response to comment 13 of our letter
dated
April 28, 2005.  It appears to us that you should further revise
your
presentation to:
* Reflect estimated variable interest payments in the table for
each
period based on the current amount outstanding and current
interest
rates and disclose the assumptions used to estimate such amounts.
If
you do not reflect estimated variable interest payments in the
table,
revise note (1) to quantify them for each period based on the
current
amount outstanding and current interest rates and disclose the
assumptions used to estimate such amounts; and
* Reflect postretirement obligations beyond 2014 in the table.  If
you do not reflect postretirement obligations beyond 2014 in the
table, revise note (2) to explain why they are excluded and
provide
an estimate of the payments beyond 2014.

Legal Proceedings, page 45

4. We note your supplemental response to comment 15 in our letter
dated April 28, 2005, stating the amount of damages claimed in
four
on-going asbestos cases.  It appears the aggregate amount of
claimed
damages in these and other cases exceeds ten percent of your
current
assets as of December 31, 2004.  Please provide the disclosures
required by Item 103 of Regulation S-K.  We would not object to
clarifying disclosures regarding the damages sought similar to the
disclosure contained in your response.

Revenue Recognition, page F-8

5. We note from your response to comment 27 of our April 28, 2005
letter that the final payment for short-term contracts is deferred
and recorded upon completion of installation and final customer
acceptance.  It is not clear to us why you only defer the portion
of
these arrangements representing the final payment instead of the
entire amount.  Please tell us the terms of these arrangements and
explain how you determined that your policy is appropriate and
complies with SAB 101, SAB 104, and EITF 00-21.

6. We also note from your response that service revenue is
immaterial
to your business.  Therefore, please consider revising your
disclosures in business and in MD&A to more clearly describe the
nature of your activities.  It appears to us that your current
disclosures imply that services are a more material aspect of your
business than they actually are.

7. We note your response to comment 28 of our April 28, 2005
letter.
Provide us additional information related to the specific nature
and
terms of your long-term contracts and the milestones included in
those contracts.

Note F - Accrued Expenses, page F-13

8. We note the revisions you made in response to comment 30 of our
letter dated April 28, 2005, however, we also note the disclosures
in
your Form 10-Q for the period ended March 31, 2005.  In the
updated
interim financial statements you include in the Form S-4, and in
future quarterly filings, provide a roll-forward of your warranty
accrual for both the current and comparative interim periods.

      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 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 Act
of
1933 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      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

      You may contact Patricia Armelin, Staff Accountant, at (202)
551-3747 or Anne McConnell, Senior Staff Accountant, at (202) 551-
3709 if you have questions regarding comments on the financial
statements and related matters.  Please contact Matt Franker,
Staff
Attorney, at (202) 551-3749 or Chris Edwards, Special Counsel, at
(202) 551-3742 with any other questions.  Alternatively, you may
contact me at (202) 551-3760.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Christopher M. Kelly, Esq. (via facsimile 216/579-0212)
      Jones Day
      901 Lakeside Avenue
      Cleveland, Ohio 44114
??

??

??

??

Robert D. Vilsack
Park-Ohio Industries, Inc.
May 27, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

           DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>