SecProbe.io

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      January 18, 2004

Ron Sparks
President and Chief Executive Officer
Medical Device Manufacturing, Inc.
200 West 7th Avenue
Collegeville, Pennsylvania 19426-0992

Re:	Medical Device Manufacturing, Inc.
	Amendment No. 3 to Registration Statement on Form S-4
      Filed January 6, 2004
	File No. 333-118675

Dear Mr. Sparks:

      We have reviewed your filing 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations - Page 51

Contractual Obligations and Commitments - Page 60

1. See prior comment 3. The categories of contractual obligations
to
be included in the table are defined by reference to the
applicable
accounting literature. We note that you exclude amounts included
in
your other long-term liabilities in your balance sheet under GAAP
related to environmental remediation obligations. Please revise to
include the environmental liabilities in your table, or tell us in
detail why your current presentation complies with Item 303(a)(5)
of
Regulation S-K.

Consolidated Financial Statements - Page F-2

Note 1. Summary of Significant Accounting Policies - Page F-7

2. See prior comment 9. Please respond to the following comments:

a. Please tell us the actual amount of sales returns, on a gross
basis, for 2001, 2002, 2003, and the nine months ended September
30,
2004. That is, tell us the amount that you term the "sales value"
and
not the "net reserve value." The amounts should reflect the actual
amount of returns related to sales in each period regardless of
whether or not the company properly accrued for those returns or
when
the return actually occurred. We note that you use estimated
amounts
for 2001 and 2002.
b. Please tell us the actual amount of sales returns reflected as
a
reduction to your sales for 2001, 2002, 2003, and the nine months
ended September 30, 2004.
c. Please tell us the actual amount of cost of sales, on a gross
basis, for 2001, 2002, 2003, and the nine months ended September
30,
2004, that related to the actual returns, regardless of the period
in
which the return was made, for sales in each period regardless of
whether or not the company properly accrued for those returns. We
note that you use estimated amounts for 2001 and 2002.
d. Please tell us the actual amount of returns included in cost of
sales for 2001, 2002, 2003, and the nine months ended September
30,
2004.
e. Confirm our understanding that the amount you should have
reflected as a reserve for sales returns and allowances as of
December 31, 2002 and 2003, and September 30, 2004, was $259,697,
$1,091,065, and $724,633 based upon your analysis of the actual
amount of returns related to sales in each period regardless of
when
the return actually occurred. We note that you use estimated
amounts
for 2002.
f. Tell us where in the balance sheet you reflect the reserve for
returns. Explain why the reserve is not included as a contra
accounts
receivable (i.e., an allowance account).
g. Please confirm our understanding that the amounts presented in
each column in Schedule II on page S-1 for your reserve for
returns
reflects the "net reserve value." If they are not all presented on
the same basis, please explain the basis of presentation and how
it
cross-foots to a balance based on a net presentation.
h. Provide us with a materiality assessment to support your
conclusion that you should not restate your financial statements
and
Schedule II to properly reflect the reserve for sales returns and
allowances on a gross basis as required by SFAS 48 and SAB Topic
13.B. Your analysis should be qualitative as well as quantitative.
Consider all relevant measures, not just the adjustments as a
percentage of revenues.
i. Also, consider the extent to which you should discuss your
sales
returns and changes in your returns on a GAAP basis within MD&A.
That
is, corrected to comply with the gross method of SFAS 48 and SAB
Topic 13.B for each period presented. It appears that there was a
significant increase in your returns that is not currently
quantified
and explained in MD&A. Please tell us the reasons for any
significant
increases and address why you believe that an explanation and
quantification of this change in MD&A is not material.
j. Please reconcile the amount reported to us as a provision for
returns in fiscal 2003 ($4,151,000) in your response to prior
comment
20 of your December 7, 2004 response letter with the amount of
actual
returns processed in fiscal 2003 ($3,543,526) in response to prior
comment 9 in your January 6, 2005 response letter with the amount
of
additions shown in Schedule II for fiscal 2003 on page S-1
($3,847,000).
k. Please reconcile the amount reported to us as a provision for
returns in fiscal 2004 ($4,283,000) in your response to prior
comment
20 of your December 7, 2004 response letter with the amount of
actual
returns processed in fiscal 2004 ($4,983,970) in response to prior
comment 9 in your January 6, 2005 response letter.

Note 5. Goodwill and Other Intangible Assets - Page F-17

3. See prior comments 11 and 12. Please tell us the names and
nature
of each of your reporting units and the identifiable segment into
which each is reported. Show us the amount of goodwill allocated
to
each reporting unit upon the adoption of SFAS 142, and as of
December
31, 2002 and 2003. Disclose in the notes to your financial
statements
the total number of reporting units.

4. See prior comments 11 and 12. The initial valuation of ATM at
the
date of acquisition (December 2000) used an annual sales growth of
10% - 15%, and a discount rate of 15%. The purchase price was
$30.6
million. The valuation for purposes of testing for goodwill
impairment as of the date of adoption of SFAS 142 included a cash
flow analysis using annual sales growth of 10% and a discount rate
of
14.5%. The fair value was $35.9 million. The valuation for
purposes
of testing for goodwill impairment in the third quarter of 2002
used
an annual decline of 19.5% in sales for 2003 and sales growth of
14.5% for 2004 - 2007. The fair value was $8.9 million. What were
the
periods used in each cash flow analysis? Why did a cash flow
analysis
reflecting an annual decline of 19.5% in sales for 2003 and sales
growth of 14.5% for 2004 - 2007 reflect a $27 million difference
in
valuation from a cash flow analysis reflecting annual sales growth
of
10%? Please provide us with a copy of the analysis prepared upon
adoption of SFAS 142 and the one used to perform your impairment
analysis in the third quarter of fiscal 2002.

5. See prior comments 11 and 12. We continue to believe that due
to
the significance of the impairment charge and the impact of the
loss
of the two customers to the company as a result of this charge
that
additional disclosure is required in your MD&A to explain the
nature,
timing and measurement of this charge. It should also explain how
a
loss of revenues of only $3.8 million from two customers resulted
in
a devaluation of your reporting unit of $27 million.

Note 10. Capital Stock - Page F-28

6. See prior comment 18. On page F-30 you disclose that any
declared
dividends are payable upon conversion of the cumulative preferred
stock of your parent. On page F-36 you disclose that cumulative
dividends are only due upon conversion of the preferred stock
when,
as, and if declared by the company. In Accelent`s (formerly UTI
Corporation) Articles of Incorporation filed as Exhibit 3.1 to
Commission File No. 333-52802, we note that upon conversion of the
preferred stock the company must pay to the holder an amount equal
to
all accrued dividends that have not been paid previously. Since
the
dividend does not need to be declared to be paid if converted,
please
revise your disclosure to be consistent with your parent`s
Articles
of Incorporation, or tell us why the current disclosure represents
the terms of the preferred stock. Similarly revise, as applicable,
any related disclosures throughout the filing.

7. See prior comment 18. Please revise to disclose the actual
potential cash flow commitment of the company to the parent with
respect to the liquidation preferences and the aggregate
arrearages
in cumulative preferred dividends. That is, you should highlight
the
existence of any plans or arrangements that could result in the
use
of your cash to satisfy your parent`s obligations. See SAB Topic
5.J.
Is your parent dependent upon your cash to satisfy their
obligations?
Please similarly revise your discussion in MD&A.

8. The company and its auditors should note that the information
included in this note with respect to the parent is presented in
audited financial statements and is therefore audited information.
Please address how the current audit opinion addresses this
audited
information.

Note 16. Commitments and Contingencies - Page F-36

9. See prior comment 18. Your current disclosure states that to
the
extent all dividends had been declared you would have a liability
of
$18.8 million as of December 31, 2003. It appears that you would
also
have this liability to the extent that any preferred shares are
converted. See our comment under Note 10 above. Please revise or
advise. Provide similar disclosure of the amount of the aggregate
arrearages in cumulative preferred dividends in your interim
financial statements.

Interim Financial Statements - Page F-93

10. See prior comment 17. We note that management changed the
structure of its internal organization after June 2004. That is,
you
have begun to evaluate your business using three identifiable
segments that you aggregate into one reportable segment. Please
revise to disclose the nature of the change and the fact that you
have aggregated the three identifiable segments.

11. See prior comment 17. Please note that the staff strictly
interprets the aggregation guidance provided in paragraphs 16 - 24
of
SFAS 131. That is, segments may only be aggregated to the limited
extent permitted by the standard. Paragraphs 73 and 74 of SFAS 131
state, in part, "[t]he Board believes that separate reporting of
segment information will not add significantly to an investor`s
understanding of an enterprise if its operating segments have
characteristics so similar that they can be expected to have
essentially the same future prospects. The Board concluded that
although information about each segment may be available, in those
circumstances, the benefit would be insufficient to justify its
disclosure... [T]he Board rejected recommendations that the
criteria
be indicators rather than tests and that the guidance require only
the expectation of similar long-term performance of segments to
justify aggregation because those changes might result in a level
of
aggregation that would cause a loss of potentially valuable
information. For the same reason, the Board also rejected
suggestions
that segments need be similar in only a majority of
characteristics
in paragraph 17 to justify aggregation." (Emphasis added)
Therefore,
there is a high threshold for determining similarity both in terms
of
the number of characteristics as well as the degree to which those
characteristics are alike. In addition, historical convergence of
these performance indicators must have already happened and there
must be an expectation that the financial statistics will remain
similar in the future. It appears that you have based your
aggregation on the expectation of similar long-term performance.
As
such, it does not appear appropriate to aggregate the Orthopedics
segment. Please revise or advise.

12. See prior comment 17. Where annual financial statements are
included in a registration statement that includes subsequent
periods
managed on the basis of a new organizational structure, the annual
audited financial statements should include a revised segment
footnote that reflects the new reportable segments. Your
Description
of Business and MD&A should be similarly revised.

Schedule II - Page S-1

13. Please revise to provide a rollforward of your sales returns
for
2001 and 2002. Please note that the amounts in the schedule should
be
presented on a gross basis in compliance with SFAS 48 and SAB
Topic
13.B. If you conclude that the difference between the amounts as
presented and the amounts that should be presented under U.S. GAAP
are immaterial, you should provide us with your analysis of
materiality. Also see our comment above under Note 1.

      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 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.

      You may contact Heather Tress at (202) 824-5263 or Kate
Tillan
at (202) 942-2861 if you have questions regarding comments on the
financial statements and related matters. Please contact Donald C.
Hunt at (202) 824-5662 or me at (202) 942-7924 with any other
questions.

      Sincerely,

							David Ritenour
							Special Counsel

cc:	Christopher J. Walsh, Esq. (via fax)
	Scott A. Berdan, Esq. (via fax)

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Mr. Ron Sparks
Medical Device Manufacturing, Inc.
January 18, 2005
Page 1

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