SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>nescoindustries8kltr.txt
<DESCRIPTION>NESCO IND. ITEM 4 8K FILED 10/6/04 COMMENT LTR THOMPSON
<TEXT>

October 14, 2004

Mr. Matthew L. Harriton
Nesco Industries, Inc.
305 Madison Avenue
New York, NY 10165

RE:  	Form 8-K Item 4 filed October 6, 2004
	File # 000-28307

Dear Mr. Harriton:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your documents 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 on any other aspect of
our review.  Feel free to call us at the telephone number listed at
the end of this letter.

1. Refer to the second paragraph of your Item 4.01 Form 8-K and to
Item 304(a)(1)(ii) of Regulation S-B.  We assume from your current
disclosure that your former accountant`s report on your financial
statements contained an explanatory paragraph expressing substantial
doubt about the company`s ability to continue as a going concern.  If
this is true, revise your disclosure to clarify this to your readers.
You should also revise your disclosure to indicate, if true, that the
accountant`s report did not contain an adverse opinion or disclaimer
of opinion, and was not modified as to audit scope or accounting
principles.  We believe that this information is important to your
investors.

2. Refer to the third paragraph of your Item 4.01 Form 8-K and to Item
304(a)(1)(iv) of Regulation S-B.  Revise your disclosure to extend the
interim period subsequent to your latest year end through the
effective date of dismissal of your former accountant.  We note that
the date of dismissal appears to be October 6, 2004.

3. Refer to the fourth paragraph of your Item 4.01 Form 8-K and to
Item 304(a)(2) of Regulation S-B.  It is not clear to us why you have
stated that you did not consult with your former accountants during
your last two fiscal years and the subsequent interim period, as we
would assume that such consultations would be a normal part of the
audit process.  We assume that you meant to provide this disclosure
for your new accountants.  Advise or revise.

4. Refer to the fourth paragraph of your Item 4.01 Form 8-K and to
Item 304(a)(2) of Regulation S-B.  Revise your disclosure to extend
the interim period subsequent to your latest year end through the
effective date of engagement of your new accountant.  We note that the
date of engagement appears to be October 6, 2004.  You should also
revise your disclosure to refer to Regulation S-B instead of
Regulation S-K, since you are a small business filer.

5. We read that you have requested a letter from your former
accountants indicating their agreement with your disclosures.
Supplementally tell us the status of obtaining this letter.  If there
is a specific reason that your former accountants have not yet
provided this letter, such as a billing dispute or other unresolved
matters between you and your former accountants, revise your
disclosure to explain to your investors the nature of the delay in
obtaining this letter.  Otherwise, confirm to us that you expect to
receive this letter shortly and will file an amendment to your Item
4.01 Form 8-K to provide this letter as Exhibit 16 upon its receipt.
Please note that your former accountants will need to state their
agreement with the disclosures in your revised Form 8-K, taking into
account the changes requested in the comments above.

6. To the extent that you make changes to the Form 8-K to comply with
our comments, please file an amendment under cover of Form 8-KA and
include the ITEM 4 designation.

*****

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.  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 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 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.
1.
2. Please file your supplemental response via EDGAR in response to
these comments within 5 business days of the date of this letter.
Please note that if you require longer than 5 business days to
respond, you should contact the staff immediately to request
additional time.  You may wish to provide us with marked copies of
each amended filing to expedite our review.  Direct any questions
regarding the above to the undersigned at (202) 824-5259.

Sincerely,

Jennifer Thompson
Staff Accountant
Mr. Harriton
October 14, 2004
Page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

       DIVISION OF
CORPORATION FINANCE

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