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NMHG Holding Co.       Correspondence

JONES DAY

NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114-1190

TELEPHONE: (216) 586-3939 • FACSIMILE: (216) 579-0212

    (216) 586-7017

    tcdaniels@jonesday.com

    0835:vgt

    504810-145-015

    November 8, 2005

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Kevin Kuhar

Division of Corporation Finance

    Re:

    NMHG Holding Co.

    Form 10-K for Fiscal Year Ended December 31, 2004

    Filed March 15, 2005

    Form 10-Q for Fiscal Quarters Ended March 31, 2005 and June 30, 2005

    File No. 333-89248

Dear Mr. Kuhar:

     Reference is made to the letter, dated September 27, 2005 (the “Comment Letter”), from the
Securities and Exchange Commission (“SEC”) to NMHG Holding Co. (the “Company”), which sets forth the
staff’s comments relating to the Company’s above-referenced periodic reports.

Form 10-K for the fiscal year ended December 31, 2004

Note 2. Significant Accounting Policies, page F-8

Revenue Recognition

    1.

    Comment: We note that you recognize revenue at the time of shipment to the dealers.
Please describe the significant terms of your agreements with dealers, including payment,
return, exchange, and other significant matters. Explain and support why you believe it is
appropriate to recognize revenue upon shipment of product to dealers. We are particularly
concerned about your financing terms, your payment terms, and the use of any interest-free
periods.

    Response: The Company recognizes revenue based upon sales terms with its dealers
in accordance with the guidance provided by SEC Staff Accounting Bulletins (“SAB”) Nos. 101
and 104, Revenue Recognition in Financial Statements. All forklift truck sales are final
and forklift trucks cannot be returned or exchanged. For almost all of the Company’s U.S.
sales and most of its non-U.S. sales of forklift trucks to its dealers, delivery of the
forklift truck is satisfied

ATLANTA
• BEIJING • BRUSSELS • CHICAGO
• CLEVELAND • COLUMBUS • DALLAS
• FRANKFURT • HONG KONG •

HOUSTON •
IRVINE • LONDON • LOS ANGELES •
MADRID • MENLO PARK • MILAN •
MOSCOW • MUNICH • NEW DELHI •

NEW YORK •
PARIS • PITTSBURGH • SAN DIEGO • SAN FRANCISCO • SHANGHAI • SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON

Securities and Exchange Commission

November 8, 2005

Page 2

    when the product departs the Company’s premises on dealer-provided transportation or is
shipped or transferred to a shipping carrier under FCA (Free Carrier) shipping point terms.
Under these terms, the Company is responsible for arranging transportation, but solely at
the risk and the expense of the buying dealer. Within the United States and certain countries outside the United States, this is also when
title passes and consequently when revenue is recognized.

    In the other countries outside of the United States, the Company retains title in order to
facilitate recovery of the forklift truck in the event a dealer defaults on payment. In
those instances, the Company has also met the revenue recognition
requirements of SAB Nos. 101
and 104, including persuasive evidence that an arrangement exists, delivery of the forklift
truck has occurred, the sales price is fixed and determinable, and collectibility is
reasonably assured. Although the Company retains title, the Company cannot direct the
disposition of the forklift truck, cannot rescind the transaction, cannot prohibit the
dealer from moving, selling or otherwise using the forklift truck in the ordinary course of
business, and has none of the other rights that are ordinarily retained by the titleholder
of property subject to a commercial lien under the laws of a foreign country.
Appropriately, the Company recognizes revenue related to the sale of these forklift trucks
when the forklift truck is shipped from the Company’s assembly plant.

    In very limited circumstances where shipment is not directly to the dealer or shipping terms are
different than FCA or FOB shipping point terms, the Company recognizes the sale of a
forklift truck at a later point in time when the forklift truck is received at the
dealership and accepted by the dealer.

    For parts sales, all sales are final and parts can only be returned pursuant to a limited
annual return allowance, which is discussed below. Parts sales are recognized when title
passes and the order departs the Company’s premises under FCA or FOB shipping point terms.

    Depending upon their geographic region, forklift dealers earn a 3%-5% annual return
allowance on parts purchased from the Company based upon qualified parts sales. Qualified
parts sales include stock parts orders and direct ship parts orders, but exclude emergency
parts orders. A 15%-20% restocking charge is applied to any returned parts pursuant to the
annual return allowance. As a result of these terms, the Company records a reserve for
expected returns at the time of sale based upon qualified sales, historical utilization
rates and historical margin percentages less a restocking charge. In 2004, actual parts
returns were less than 3% of total net parts sales and less than one half of one percent of
the Company’s total revenue.

Securities and Exchange Commission

November 8, 2005

Page 3

    In the United States and Canada, standard payment terms are 1%, 10/net 30 days from the
date of invoice for forklift trucks and 1%, 10/ net 25 DOS (Date of Statement) for parts.
In the rest of the western hemisphere, payment terms match local business customs, which
range from 90 days to 120 days from date of invoice for forklift trucks and from 60 days to
90 days from date of invoice for parts. In Europe, the Middle East and Africa, payment
terms match local business customs, which range from cash on order to 90 days from the
invoice date for forklift trucks and parts. In Australia, payment terms are 30 days from
date of invoice for forklift trucks and parts. In the rest of the Asia-Pacific region,
payment terms range from date of shipment via letters of credit up to 75 days from date of
invoice for forklift trucks and 60 days from the date of invoice for parts. In all
situations, the date of invoice or date of statement does not precede the date of shipment.

    Generally, the Company does not directly provide any financing programs for the purchase of
forklift trucks and parts by independent dealers. In a limited situation in Latin America,
the Company has directly entered into loans with certain independent dealers that enable
these dealers to purchase forklift trucks for floor plan inventory and dealer-owned
forklift truck rental fleets. In this situation, the Company does not retain title or a
security interest in the forklift trucks. The outstanding balance owed to the Company from
these dealers pursuant to this floor plan financing has not exceeded $4 million and rental
fleet financing has not exceeded $18 million during any of the three years ended December
31, 2004.

    The Company offers an interest subsidy to its dealers in certain jurisdictions in North
America that participate in a forklift truck floor plan financing program offered by NMHG
Financial Services, Inc. (“NFS”). NFS is an unconsolidated 20% owned joint venture of the
Company which is accounted for under the equity method of accounting. In general, floor
plan programs allow dealers to finance the purchases of new forklift trucks in order to
maintain a larger inventory immediately available for sale. Under NFS’ floor plan program,
the Company pays the interest owed by the dealer to NFS for the purchase of the new
forklift truck for the time period which is the lesser of the first 90 days after purchase
or the number of days between the purchase of the forklift truck by the dealer and the sale
of the forklift by the dealer to an end customer. After this interest subsidy period, the
dealer is responsible for paying NFS interest and principal amounts owed for the forklift
truck purchased through NFS’ floor plan program. The Company’s revenue is recorded net of
the estimate of this interest subsidy program in accordance with Emerging Issues Task Force
Issue No. 01-9.

Securities and Exchange Commission

November 8, 2005

Page 4

    2.

    Comment: In this regard, tell us if there are any cancellation provisions in
dealer’s contracts (either for cancellation of purchases or for cancellation of the
relationship). If so, tell us if you have repurchase obligations under these
circumstances. Discuss the frequency with which such cancellations occur and estimate the
dollar amounts of the repurchases in your response, if material. In addition, advise us of
any situations, conditions or circumstances in which a dealer has been unable to pay.
Explain the outcome of these situations and indicate the frequency with which they occur.

    Response: The Company maintains a network of independent dealers, which consists
of approximately 300 dealers throughout the world. Each independent dealer enters into a
dealer agreement with the Company that provides the dealer with an exclusive right to sell
either Hyster® or Yale® brand trucks in a specific territory.

    The dealer agreements entered into between the independent dealers and the Company do not
provide for cancellation of purchases after shipment. The Company does not accept returns
of forklift trucks or parts purchased by its independent dealers except for parts under the
limited parts return allowance discussed in the response to Question 1. The Company
restricts cancellations of forklift truck orders to a specified date, which in all cases
precedes the estimated shipping date of the forklift truck but varies by geographic
location of the dealer and the Company’s assembly plant.

    Dealer agreements provide for cancellation of the dealer relationship under certain
circumstances by either the dealer or the Company. If the Company cancels the dealer
relationship, the Company is obligated to repurchase all new and unused Hyster®
and Yale® products. If the dealer cancels the relationship, the Company may be
required to repurchase the dealer’s Hyster® and Yale® brand products,
as dictated by local law. In most situations, terminated dealers have a financial
incentive to, and usually do, retain all Hyster® or Yale® brand
products after termination in order to attempt to continue to service their current
forklift truck customers. In other situations, such inventory is sold directly to the
replacement Hyster® or Yale® independent dealer appointed by the
Company for that territory with little or no loss incurred by the Company.

    The Company provides for an allowance for uncollectible accounts based upon historical
experience coupled with specific allowances for large accounts. Dealer write-offs are
infrequent and typically result from disputes over the amount owed. From time to time,
however, the Company experiences payment issues with specific dealers. Over the past three
years, write-offs against the Company’s allowance for uncollectible trade accounts as a
result of uncollectible accounts receivables from dealers have been 0.1% or less of total
revenues. These credit

Securities and Exchange Commission

November 8, 2005

Page 5

    issues are evaluated on a case-by-case basis and specific reserves are established in
accordance with Statement of Financial Accounting Standards No. 5.

    During the three years ended December 31, 2004 and the first two quarters of 2005, the
Company cancelled dealer relationships with 21 of its approximately 300 independent
dealers. From time to time, the Company will consolidate dealers in certain territories to
strengthen its dealer network in that area. During the last three years, the Company
consolidated its German dealers and cancelled nine dealer relationships in order to realign
that territory, strengthen the dealer network and increase its market share. The remaining
twelve dealers of the 21 dealers cancelled during this period were cancelled due to the financial difficulties of the dealers. In total,
the Company repurchased forklift trucks and parts totaling only $0.2 million from the 21
cancelled dealers.

Note 16. Equity Investments and Related Party Transactions, page F-35

    3.

    Comment: We note that there was a decrease in the fees charged by NACCO in 2004
versus 2003 due to “temporary suspensions” of the fees in 2004. Please tell us more about why
the fees were suspended. Explain the services that NACCO performs on behalf of the company.
Confirm that your historical income statement reflects all costs of doing business, including
costs incurred by NACCO on your behalf. Refer to SAB Topic 1-B for guidance.

    Response: The Company maintains its own complement of executive, accounting,
financial reporting, legal, treasury, tax and information technology employees to fully
support its business activities and manage its business separate and apart from NACCO
Industries, Inc. (“NACCO”), its parent company. The Company directly pays for its outside
professional services. The Company also maintains its own financing arrangements with
independent financial institutions and public debt holders, and when it borrows from NACCO,
the Company records the related interest expense.

    NACCO owns 100% of the equity of the Company, as well as certain other business segments. NACCO maintains a staff of approximately 40
employees that review and provide oversight on behalf of its shareholders for the
investments NACCO has made in its subsidiaries. NACCO’s staff consists of executive
officers, finance (accounting, financial reporting, tax, treasury and internal audit),
corporate development, consulting, legal and information technology professionals.
Accordingly, NACCO’s operating expenses are primarily employee-related payroll and benefit
costs, facility costs and costs for outside professional services. These expenses can be
grouped into three categories as discussed in detail below.

Securities and Exchange Commission

November 8, 2005

Page 6

    The first category of expenses consists of direct business expenses incurred by NACCO for
the benefit of its subsidiaries. NACCO’s policy is to directly bill its subsidiaries for
these costs. These expenditures include subsidiary directors’ fees and travel expenses for
subsidiary board meetings, casualty, property, directors and officers, fiduciary and
fidelity insurance purchased under a common policy and allocated in accordance with the
insurance broker’s computation of separate billings, travel expenses incurred by NACCO
employees and service providers on behalf of a subsidiary or for travel to a subsidiary
location, and professional fees when directly related to a specific subsidiary. Since
these expenses are directly charged to each subsidiary, they are not included in the
amounts charged as management fees. During 2004, 2003 and 2002, NACCO charged direct costs
which were reported by the Company of $6.8 million, $5.7 million and $5.3 million,
respectively.

    The second category of expenses consists of expenses for services performed by NACCO
employees for the benefit of its subsidiaries where that subsidiary relies solely upon
NACCO to perform that function. This category of expenses has historically been included
in the management fees charged by NACCO to its subsidiaries. The primary cost within this
expense category is related to NACCO-provided internal audit services. However, during
2004, NACCO’s internal audit department allocated nearly 100% of its available hours to
NACCO’s initial certification of internal controls under Section 404 of the Sarbanes-Oxley
Act (“S&O”). These costs would not have been incurred by the Company in 2004 since the
Company was not yet required to certify under S&O Section 404 because it was not an
accelerated filer, and therefore these costs were not charged to the Company.

    The third category of expenses incurred by