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SEC Company Response from K&F Industries Holdings, Inc. (CIK 0001310663) — Aug 4, 2005

K&F Industries Holdings, Inc. (CIK 0001310663)
Date: Aug. 4, 2005 · CIK: 0001310663 · Accession: 0001047469-05-020790

AI Filing Summary & Sentiment

File numbers found in text: 001-32595, 333-125117

Date
August 8, 2005
Author
Not clearly detected
Form
CORRESP
Company
K&F Industries Holdings, Inc. (CIK 0001310663)

Letter

Division of Corporation Finance Washington, D.C. 20549-0404 Attention: Messeret Nega Re:K&F Industries Holdings, Inc. Registration Statement on Form S-1 (File No. 333-125117)

Dear Ms. Nega:

K&F Industries Holdings, Inc., a Delaware corporation (the "Company"), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company's Registration Statement on Form S-1 (File No. 333-125117) (the "Filing") be accelerated and that it be declared effective on August 8, 2005 at 3:00 pm Eastern Time, or as soon as practicable thereafter.

Further, the Company acknowledges:

•Should the Commission or the staff of the Commission (the "Staff"), acting pursuant to delegated authority, declare the Filing effective, it does not foreclose the Commission from taking any action with respect to the Filing;

•The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Filing; and

•The Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

It is the Company's understanding that its registration of the common stock of the Company under the Securities Exchange Act of 1934 on Form 8-A (File No. 001-32595) shall automatically become effective upon the later of the Commission's receipt of certification from the New York Stock Exchange regarding the common stock of the Company and the effectiveness of the Filing.

Please direct any questions regarding this filing to Tilda Shin of Gibson, Dunn & Crutcher LLP, the Company's counsel, at (213) 229-7125.

Very truly yours,
K&F INDUSTRIES HOLDINGS, INC.

Show Raw Text
CORRESP
1
filename1.htm

K&F INDUSTRIES HOLDINGS, INC.

50 MAIN STREET

WHITE PLAINS, NY 10606

(914) 448-2700

August 4,
2005

VIA FACSIMILE AND EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 0510

450 Fifth Street, N.W.

Washington, D.C. 20549-0404

Attention:
Messeret Nega

Re:K&F Industries Holdings, Inc.

Registration Statement on Form S-1 (File No. 333-125117)

Dear
Ms. Nega:

        K&F
Industries Holdings, Inc., a Delaware corporation (the "Company"), respectfully requests pursuant to Rule 461 under the
Securities Act of 1933, as amended, that the effective date of the Company's Registration Statement on Form S-1 (File No. 333-125117) (the
"Filing") be accelerated and that it be declared effective on August 8, 2005 at 3:00 pm Eastern Time, or as soon as practicable
thereafter.

        Further,
the Company acknowledges:

•Should
the Commission or the staff of the Commission (the "Staff"), acting pursuant to delegated authority, declare the
Filing effective, it does not foreclose the Commission from taking any action with respect to the Filing;

•The
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the Company from its full
responsibility for the accuracy and adequacy of the disclosure in the Filing; and

•The
Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

        It
is the Company's understanding that its registration of the common stock of the Company under the Securities Exchange Act of 1934 on Form 8-A (File
No. 001-32595) shall automatically become effective upon the later of the Commission's receipt of certification from the New York Stock Exchange regarding the common stock of the
Company and the effectiveness of the Filing.

        Please
direct any questions regarding this filing to Tilda Shin of Gibson, Dunn & Crutcher LLP, the Company's counsel, at (213) 229-7125.

Very truly yours,

K&F INDUSTRIES HOLDINGS, INC.

/s/  RONALD H. KISNER

Ronald H. Kisner

Executive Vice President, Secretary and

General Counsel

RHK/csc