SecProbe.io

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Mail Stop 03-05
							July 07, 2005

Kenneth M. Schwartz
Chief Executive Officer, President and Director
K&F Industries Holdings, Inc.
600 Third Avenue
New York, NY 10016

Re:	K&F Industries Holdings, Inc.
	Amendment No.1 to the Registration Statement on
      Form S-1
      Registration Statement number 333-125117
      Filed June 24, 2005

Dear Mr. Schwartz,

      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.

Cover Page
1. We refer to the set of graphics under "Selected Platforms" in
the
first column and "K&F Industries Inc." in the bottom half of the
second column.   Please remove all the graphics that depict
products
of other companies.  Such graphics are potentially misleading and
their presentation in the gatefold inappropriate.

Prospectus Summary, page 1

Pursuing Continued Growth at Engineered Fabrics, page 5
2. We note your response but reissue the comment.  Please revise
the
disclosure to show the growth figures for each year in the time
periods you reference.

Financial Statements

Note 1: Description of Business, page F-18
3. Refer to prior comment 22.  Please explain to us how you will
determine the amount to allocate to program participation costs as
part of the purchase price allocation.  Provide us any preliminary
schedules.

Program Participation Costs, page 21
4. Refer to prior comments 24 and 28.  Since you were not
conforming
the acquired company`s accounting polices to that of another
operating company, we continue to believe the letter required by
paragraph (B)(18) of Item 601 of Regulation S-K and the disclosure
required by paragraph 17 of APB 20 are applicable to your change
in
accounting principle.  Please revise your filing accordingly.
5. Refer to prior comment 25.  Please discuss in the liquidity and
capital resources section the timing of cash flows associated with
your arrangements with OEMs.  For instance, we know other
suppliers
in the aerospace industry typically do not record their initial
revenue until three to five years after the execution of an OEM
exclusivity contract.
6. We note that you categorize a program as sole source when two
conditions are satisfied.  One of those conditions is that you are
the only FAA-certified supplier.  On page 14 of your response you
indicate that you are awarded the exclusive right to be the sole
source supplier before the extensive process of obtaining FAA
certification.  Consequently, there is a significant period of
time
after the execution of an exclusivity contract, but before
certification.  Please confirm that you do not capitalize costs
during this period.
7. Please tell us whether you are required by the initial contract
with an OEM to provide discounted or free product to it, and
explain
to us how the initial contract describes your obligation with
respect
to the discounted or free product.  In addition, explain to us
your
methodology for allocating costs and profits to your sales of
product
to OEMs.  In this regard, tell us the circumstances under which it
would be appropriate for you to reduce the basis of your Program
Participation Costs by subsequent sales to the OEM that are for
profit.
8. Please explain to us how you have considered the applicability
of
SOP 81-1 to your contracts with OEMs.  Other suppliers in the
aerospace industry apply SOP 81-1 to certain of their exclusivity
contracts with OEMs.

Closing

      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.

      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 Theresa Messinese at (202) 551-3307 or
Michael
Fay at (202) 551-3812, if you have questions regarding comments on
the financial statements and related matters.  Please contact
Messeret Nega at (202) 551-3316 or me at (202) 551-3755 with any
other questions.

Sincerely,

Max A. Webb
Assistant Director

cc:	Via Facsimile
      Timothy J. Hart, Esq.
      Gibson, Dunn & Crutcher LLP
      (310) 552-7036
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Kenneth M. Schwartz
K&F Industries Holdings, Inc.
July 07, 2005
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