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February 25, 2005
Page 11 of 11

Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 0510
Washington, DC 20549-0510
Via EDGAR

Attn:             Rufus Decker
                  Accounting Branch Chief

Re:               Aearo Company I
                  Form 10-K for the fiscal year ended September 30, 2004
                  Form 10-Q for the period ended December 31, 2004
                  File No. 333-116676

Dear Mr. Decker:

Aearo  Company I (the  "Company")  has  received  the  Staff's  comments  on the
Company's  Form 10-K for the fiscal year ended  September  30, 2004 and its Form
10-Q for the period  ending  December 31, 2004.  Set forth below are the Staff's
comments as well as the Company's responses to each of the Staff's comments.

                 FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2004

Comment applicable to your overall filing

Comment 1: Where  a  comment  below  requests  additional  disclosures  or other
     revisions to be made, please show us in your supplemental response what the
     revisions will look like. These revisions should be included in your future
     filings.

Response:  Where  a  comment  has  requested  additional  disclosures  or  other
     revisions,   we  have  provided   additional   disclosures   that  will  be
     incorporated into future filings.

Item 7 Management's  Discussion and Analysis of Financial  Condition and Results
of Operation

Critical Accounting Policies

Revenue Recognition and Allowance for Doubtful Accounts, page 20

Comment 2: Your disclosure on page 7 indicates that you offer your  distributors
     certain programs,  including sales rebate and reward programs,  as well as,
     cooperative   advertising  and  marketing  incentives  to  customers.   You
     disclosed certain  provisions may be recorded,  including pricing discounts
     and incentives  related to these  programs.  Please expand your  disclosure
     here and in your  significant  accounting  policy  footnote to include your
     accounting  policy for each of these types of  arrangements,  including the
     statement of income line item that each type of arrangement is included in.
     For each  expense  line item that  includes  these  types of  arrangements,
     please  disclose in your footnotes the related amount included in that line
     item. For each type of  arrangement  treated as an expense rather than as a
     reduction of revenues,  please tell us how this type of  arrangement  meets
     the requirements in EITF 01-9.  Please also discuss in MD&A any significant
     estimates resulting from these arrangements.

Response:  The  Company  will add the  following  information  related  to sales
     rebates and incentives in the critical  accounting  policies section of the
     MD&A  and the  significant  accounting  policy  footnote  to the  financial
     statements under revenue recognition in future 10-K filings:

     The Company offers its customers three types of incentive programs: A sales
     rebate/volume  discount  program,  a  marketing  incentive  program  and  a
     co-operative  advertising program. The sales rebate/volume discount program
     is based on achieved  volume levels along with growth  incentives  over the
     prior year's sales  dollars.  Rebate  obligations  are  estimated  based on
     current  sales levels and are recorded as a reduction of revenue when sales
     to the  customer  make  progress  towards the  required  sales  level.  The
     marketing  incentive  program provides  qualifying  customers with funds to
     assist the  customers  with  marketing the  Company's  products.  The funds
     provided to the qualifying customers are recorded as a reduction of revenue
     when sales to the customer make progress  towards the required sales level.
     The co-operative  advertising  program provides funds to specific customers
     to advertise the  Company's  products.  The  qualifying  customers  provide
     specific documentation of the advertising to the Company to assure that the
     benefit   received  is   comparable   to  other  arms  length   advertising
     expenditures   undertaken  by  the  Company.  The  amount  of  co-operative
     advertising  charged to selling and  administrative  expenses for the years
     ended September 30, 2002, 2003 and 2004 were $1.1 million, $1.7 million and
     $1.9 million, respectively.

     The computation of the liability for these incentive programs is based upon
     known  information  as of year  end and does not  result  in a  significant
     estimate.

Results of Operations

Fiscal 2004 Compared to Fiscal 2003, page 21

Comment 3: You have disclosed  components that have contributed to the change in
     gross  profits  on a  consolidated  basis,  as well as on a segment  basis.
     Please expand your  disclosure to quantify the  incremental  impact each of
     these components have had on the overall change in gross profits.

Response: The Company will revise its  disclosure of gross profit in future 10-K
     filings as follows:

     Excluding the effects of the purchase accounting  adjustment,  gross profit
     as a  percentage  of net sales for the year ended  September  30,  2004 was
     47.5% as  compared  to 48.2% for the year ended  September  30,  2003.  The
     slight   decline  in  the  gross  profit   percentage,   exclusive  of  the
     non-recurring   purchase  accounting   adjustment,   is  primarily  due  to
     unfavorable  product mix of 1.0% partially  offset by the impact of foreign
     currency  translation of 0.3%. The Safety Products  segment gross profit in
     the year ended  September  30, 2004,  excluding the effects of the purchase
     accounting adjustment, increased 9.8% to $133.4 million from $120.0 million
     in the year ended  September  30,  2003.  The  increase in gross  profit is
     primarily due to an  improvement  in sales volume of $8.7 million due to an
     improved economy,  the favorable impact of foreign currency  translation of
     $6.5  million  partially  offset by $2.0 million of product mix. The Safety
     Prescription  Eyewear  segment gross profit in the year ended September 30,
     2004,  excluding  the  effects  of  the  purchase  accounting   adjustment,
     decreased  slightly to $18.5  million from $18.9  million in the year ended
     September  30,  2003,  primarily  a result of the  slight  decline in sales
     volume of $0.6 million partially offset by foreign currency  translation of
     $0.1  million.  Specialty  Composites'  gross  profit  in  the  year  ended
     September  30,  2004,  excluding  the  effects of the  purchase  accounting
     adjustment, increased 61.5% to $18.8 million from $11.7 million in the year
     ended September 30, 2003. The increase in gross profit was primarily driven
     by sales volume increases.

Comment 4: You have disclosed in your notes to the financial  statements in
     your  significant  accounting  policies  that costs related to shipping and
     handling  are  included  in selling  and  administrative  expenses  in your
     statement of  operations.  Please  expand your  disclosure to indicate that
     your gross margins may not be comparable to those of other entities,  since
     some entities include all of these costs in cost of sales and others,  like
     you exclude a portion of them from gross margin,  instead including them in
     selling and administrative expenses.

Response: The Company will add the following  information  to the MD&A and
     the Shipping  and Handling  section of its  accounting  policy  footnote in
     future 10-K filings:

     The  Company's  gross profit may not be  comparable  to the gross profit of
     other entities who record shipping and handling  expenses as a component of
     cost of sales.

     Liquidity and Capital Resources, page 24

Comment 5: Please  expand your  disclosure  to provide  additional  details
     relating to the following:

          Change and trends in product mix or volume,  including any  offsetting
          results these changes may have with one another.

          Status of new  products,  your outlook on how these new products  will
          likely  impact,  or have impacted your future growth,  liquidity,  and
          capital commitments.

Response:  The  following  will  be  added  to the  Liquidity  and  Capital
     Resources disclosure of future 10-K filings:

     The  Company's  business  is  affected by  macroeconomic  activity,  mainly
     manufacturing output in developed nations. In addition, significant changes
     in product mix and volume can impact the  Company's  liquidity  and capital
     resources in both the short and long term. As such, the Company's liquidity
     and capital  resources  are more  likely to be  impacted  by  macroeconomic
     factors.  The  Company  believes  that  its  disciplined  approach  to cost
     control,  its  diversification  into  Consumer  and other  channels and the
     available capacity on its revolving credit facility will enable the Company
     to  maintain  adequate  liquidity  and  capital  resources  in an  economic
     downturn.  The  introduction  of new  products  is  likely to  continue  to
     favorably  impact  liquidity  and capital  resources in periods of economic
     growth  although there are no guarantees that these trends will continue in
     the future.

Contractual Obligations, page 26

Comment 6: Please  revise your table of  contractual  cash  obligations  to
     include  planned  funding  of  pension  and  other  postretirement  benefit
     obligations.  Because the table is aimed at increasing transparency of cash
     flow, we believe  these  payments  should be included in the table.  Please
     also disclose any assumptions you made to derive these amounts.

Response:   The  following  will  be  added  to  the  paragraph  below  the
     contractual obligations table in future 10-K filings:

     The  Company  plans to fund  approximately  $1.5-$2.2  million per year for
     pension obligations over the next 5 years. The above contribution level was
     determined by the  consideration  of many factors such as the funded status
     of the  plan,  the long term  rate of  return  on plan  assets  of 8%,  the
     duration of plan liabilities, workforce characteristics and changes to plan
     features. The goal of the funding strategy is to achieve full funding while
     minimizing the year to year volatility of contributions payments.

Item 8. Financial Statements and Supplementary Data

Consolidated Statements of Cash Flows, page 39

Comment 7: Please  present cash flows related to the change in other assets
     separately  from those related to the change in other  liabilities.  Please
     also present  these cash flows on a gross  basis,  rather than a net basis.
     Refer to paragraphs 11 to 13 of SFAS 95.

Response:  The  cash  flow  statement  will  include  the  addition  of the
     following  lines to present  the  changes  other,  net on a gross  basis in
     future 10-K filings:

                             Years Ended                   Six Months Ended
                             September 30, September 30, March 31, September 30,
                                 2002          2003      2004          2004
Prepaid and deferred assets    $ (548)      $  (3,707)    $1,065     $  780
Other assets                     (936)         (2,983)      (432)    (3,440)
Other liabilities                3,037          4,756      1,014       (698)

Consolidated Statements of Stockholder's Equity, page 38

Comment 8: Please revise your statement of stockholder's  equity to display
     the gross change in other  comprehensive  income or expand your disclosures
     to include the gross change in a note to the financial statements. Refer to
     paragraph 20 of SFAS 130.

Response:  The statement of stockholder's equity will include the following
     disclosure of reclassification amounts in future 10-K filings:

                                  Years Ended               Six Months Ended
                             September 30, September 30, March 31, September 30,
                                 2002         2003         2004        2004
Unrealized holding losses on
derivatives during the period  $(593)      $ (2,395)  $   (522)    $   248)
Less:  reclassification
adjustment for gains (losses)
included in the statement of
operations                      (615)        (2,005)      (522)       (248)
Total                          $  22       $  (390)   $       -    $     --

Notes to Consolidated Financial Statements

1. Basis of Presentation, page 40

Comment  9:  Please  expand  your  disclosure  to  discuss  the  facts  and
     circumstances that caused the $17.1 million adjustment to inventory.

Response:  The fifth  paragraph  of Note 1 "Basis of  Presentation"  to the
     consolidated  financial  statements  will be  expanded as follows in future
     10-K filings:

     The  purchase  price  is  allocated  to  the  Company's  net  tangible  and
     intangible assets and liabilities based upon the estimated fair value as of
     the date of the Merger. The allocation  included a $17.1 million fair value
     adjustment  to inventory as of March 31, 2004.  As the  inventory was sold,
     this amount was charged to cost of goods sold during the three month period
     ended  June 30,  2004.  The  inventory  adjustment  above  was based on the
     guidance for assigning  amounts to inventory in accordance  with  paragraph
     37(c) of SFAS No. 141, "Business Combinations", which requires inventory to
     be valued at estimated  selling prices less a reasonable  profit  allowance
     for the selling effort.

Comment  10:  Did the  Merger,  as  described  on page  40,  result  in any
     purchased research and development?  If so, please describe to us in detail
     how this was accounted for. Refer to paragraphs 42 and 51(g) of SFAS 141.

Response:  The  Merger  did  not  result  in  any  purchased  research  and
     development, therefore, no disclosure is considered necessary.

Comment 11:Please  expand  your  disclosure  to include  the  disclosures
     required by paragraphs 52(a) to (c) of SFAS 141.

Response:  Please refer to Note 2 for the information required by paragraph
     52(a) and Note 13 for information required by paragraph 52(c). In addition,
     we indicated that the goodwill as a result of the Merger was not deductible
     for tax  purposes  in the  paragraph  below the  statement  of  changes  in
     goodwill in Note 2.

Comment 12: Please expand your disclosure to include the reason why the
     purchase price allocation has not been finalized.  Refer to paragraph 51(h)
     of SFAS 141.

Response: We will add the following to the Basis of Presentation footnote
     in future 10-K filings:

     Significant time was needed to evaluate identifiable  intangibles.  Because
     of the  complexities  in evaluating  the different  categories and types of
     such assets,  the Company  considered various scenarios and many factors in
     determining the fair value of the intangible assets.

2. Significant Accounting Policies, page 41

Comment 13: Please disclose the types of expenses that you include in the
     cost of sales line item and the types of  expenses  that you include in the
     selling and administrative expenses line item. Please also disclose whether
     you include  inbound  freight  charges,  purchasing  and  receiving  costs,
     inspection costs, warehousing costs, internal transfer costs, and the other
     costs of your distribution network in the cost of sales line item. With the
     exception of warehousing costs, if you currently exclude a portion of these
     cost from cost