SecProbe.io

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Mail Stop 05-10

						June 13, 2005

via U.S. mail and Facsimile

Michael L. Hurt
Chief Executive Officer
Altra Industrial Motion, Inc.
14 Hayward Street
Quincy, Massachusetts 02171

	Re:	Altra Industrial Motion Inc.
Form S-4 filed May 16, 2005
File No. 333-124944

Dear Mr. Hurt:

      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 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.

Form S-4 filed May 16, 2005

General

1. Please file all exhibits, including the legality opinion and
the
letter of transmittal, with your next amendment or as soon as
possible.  Understand that we will need adequate time to review
these
materials before accelerating effectiveness.

2. We note that the Company is registering the Exchange Notes in
reliance on the staff`s position enunciated in Exxon Capital
Holdings
Corporation (available April 13, 1989), Morgan Stanley & Co.
Incorporated (available June 5, 1991), and Shearman and Sterling
(available July 2, 1993).  Accordingly, with the next amendment
please provide a supplemental letter to the staff (1) stating that
the issuer is registering the exchange offer in reliance on the
staff`s position in such letters, and (2) including the statements
and representations substantially in the form set forth in the
Morgan
Stanley & Co. Incorporated and Shearman and Sterling letters.

3. To the extent additional subsidiaries of the company come into
existence and are made guarantors on the registered notes prior to
the expiration of the offering period, we assume you will update
the
facing page, the signature pages, and financial statements to
reflect
the additional guarantors.

4. Please confirm that the expiration date will be included in the
final prospectus disseminated to security holders and filed
pursuant
to the applicable provisions of Rule 424.

5. In your amended filing, please include an updated consent of
the
independent public accountants.

6. Please update your filing to include interim financial
statements
as of and for the three months ended March 31, 2005.  Refer to
Rule
3-12 of Regulation S-X.  Please similarly update your unaudited
pro
forma statement of income.

Inside Front Cover Page of the Prospectus

7. Please provide the information required by Item 2 of Form S-4.

Prospectus Summary, page 1

8. Please revise this section to delete the "Business Strengths"
and
"Business Strategy" sections of the summary, as it is unnecessary
to
include this information for an exchange offer where the offerees
have already invested in your business.

Summary of the Terms of the Exchange Offer, page 4

9. State the exemption relied upon, and the facts used to support
the
exemption, to issue the old notes.  Revise "The Exchange Offer"
section on page 27 accordingly.

Time of Expiration, page 6

10. As currently represented, the offer could be open for less
than
20 full business days due to the 5:00 p.m. expiration time instead
of
an expiration time of midnight on what ultimately be the twentieth
business day following commencement.  See Question and Answer
Eight
in Exchange Act Release No. 16623 (March 5, 1980).  Please confirm
that the offer will be open at least through midnight on the
twentieth business day.  See Rule 14d-1(g)(3).

Security, page 10

11. Please provide the book value of the assets that are securing
the
new notes as of the date of the latest financial statements in the
prospectus.  Please also revise the risk factors section with
similar
disclosure.

Risk Factors, page 12

12. Please delete the third and fourth sentences of the
introductory
paragraph.  All material risks should be described.  If risks are
not
deemed material, then you should not reference them.

13. Revise all risk factor headings to clearly state the risk
involved.

14. Throughout this section, you state that you "cannot assure" or
"there can be no assurance [of]" various facts.  The real risk,
however, is not your inability to assure the reader.  Please
revise
so that the risk is clear.

Our substantial level of indebtedness..., page 13

15. Please quantify your debt service costs.

Our senior revolving credit facility and the indenture..., page 14

16. We note the statement that your financial covenants may become
more restrictive over time.  Please revise to explain under what
circumstances the covenants may become more restrictive.  In
addition, provide a cross-reference to a more complete discussion
of
the financial covenants that the company is required to meet.

We may be subject to work stoppages at our facilities, page 23

17. We note that one of your bargaining agreements expired June 6,
2005.  Please update your risk factor, as well as the information
relating to your relationship

with your employees elsewhere in the prospectus, to state whether
this agreement has been renegotiated, an employee strike occurred,
or
otherwise.

Terms of the Exchange Offer, page 28

18. We note the disclosure indicating that you will return any old
notes not accepted for exchange "as promptly as practicable" after
the expiration date of the exchange offer.  Rule 14e-1(c) requires
that you exchange the notes or return the old notes "promptly"
upon
expiration or termination of the offer, as applicable.  Please
revise
here and throughout the document, as necessary

Expiration; Amendments, page 28

19. On page 29, we note your reservation of the right to amend the
terms of the offer.  Please revise to indicate that, in the event
of
a material change in the offer, including the waiver of a material
condition, you will extend the offer period if necessary so that
at
least five business days remain in the offer following notice of
the
material change.

20. You reserve the right to "delay accepting any old notes".
Clarify in what circumstances you will delay acceptance.  For
example, if you are referring to the right to delay acceptance
only
due to an extension of the exchange offer, so state.

Conditions, page 33

21. As you note in your disclosure all conditions to the offer
must
be satisfied or waived prior to expiration of the offer, not
merely
before acceptance of the old notes.  Please revise the
introductory
paragraph accordingly.

Unaudited Pro Forma Financial Statements, page 37

22. Please disclose the expected useful lives of the property,
plant
and equipment acquired.

23. Please explain in detail why you have not included the $600 of
expenses related to services previously provided by PTH`s parent
to
PTH in your historical Predecessor financial statements.
Similarly,
please tell us why you have not included $980 of general and
administrative services previously performed by PTH`s parent for
PTH
in your historical Predecessor financial statements.  See SAB
Topic
1-B.

24. Where you are reversing interest expense in your unaudited pro
forma statement of income, please amend your filing to disclose
the
amount of the debt repaid, the interest rate, the period it was
outstanding and then arrive at the pro forma amount of interest
expense reversed.  Please then show the amount of new debt issued,
the interest rate and the period that you are reflecting it in
your
pro formas.

25. Based on your discussion of your management`s discussion and
analysis, we note you wrote off deferred loan costs in 2004.
Please
tell us why you have not adjusted your unaudited pro forma
statements
of income to eliminate such costs.

Selected Historical Financial Data, page 39

26. Please disclose balance sheet data as of December 31, 2002 and
2001.  See Item 301 of Regulation S-K.

27. Please include the pro forma ratio of earnings to fixed
charges
for the most recent fiscal year and the latest interim period, or
confirm to us that the change in the ratio would be less than ten
percent.  Refer to Item 503(d) of Regulation S-K.

Ratio of Earnings to Fixed Charges, page 40

28. Please relocate this section so that it appears in the Summary
section.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations
History and the Acquisitions, page 41

29. You state the programs implemented by Colfax Corporation "may
be
modified or terminated after the Acquisition."  Given that the
acquisition was completed on November 30, 2004, you should provide
a
discussion of any programs that were modified or terminated that
are
material to you business.

Non-GAAP Financial Measures, page 44

30. Please revise your disclosures to clarify that your combined
basis presentation is not in accordance with generally accepted
accounting principles.  Please also revise your disclosures to
describe in detail the nature of the differences between the
predecessor and successor entities, including differences in
accounting basis, accounting policies, and management, to the
extent
applicable.

31. We note that you consider EBITDA to be a measure of operating
performance.  Based on your need for ongoing capital expenditures
and
debt financing, it is unclear to us how EBITDA could be a useful
measure of operating performance.  This measure appears to
eliminate
critical recurring charges that are a necessary cost of your
operations.  Please provide a more comprehensive explanation of
why
you believe EBITDA is a useful measure of operating performance.

32. Please specifically address the material limitations
associated
with the use of EBITDA, in light of your significant borrowings,
fixed assets and intangible assets, as well as how you compensate
for
these limitations.  See question 8 of the SEC "Frequently Asked
Questions Regarding the Use of Non-GAAP Financial Measures."

Liquidity and Capital Resources
Following the Acquisitions and Related Transactions, page 48

33. Disclose the current interest rate on your senior secured
credit
facility the effect a one percent change in the interest rate
would
have on your debt service.

Liquidity and Capital Resources
Contractual Obligations, page 49

34. Please include a discussion of your deficiency in your ratio
of
earnings to fixed charges.

35. Include your interest commitments under your interest-bearing
debt in this table, or provide textual discussion of this
obligation
below the table.  If you provide a textual discussion, the
discussion
should quantify the interest payments using the same time frames
stipulated in the table.  In addition, address your funding
obligations under your pension plans.  Refer to footnote 46 to
Release 33-8350 "Interpretation:  Commission Guidance Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations."

Qualitative and Quantitative Information about Market Risk, page
50

36. Revise this section to provide a quantitative analysis of your
market risk as required by Item 305 of Regulation S-K.

37. Disclose the Euro-Dollar exchange rate in effect at the end of
your most recent interim period.

The Sarbanes-Oxley Act of 2002 and Material Weakness in Internal
Control, page 51

38. We note the material weakness identified in your disclosure.
In
this regard, revise to disclose the specific steps that the
company
has taken, if any, to remediate the material weakness and disclose
whether the company believes that the material weakness still
exists.

Products, page 55

39. It appears that you have not disclosed any information related
to
segments.  However, we note your disclosure on page 52, that your
customers operate in a diverse group of industries that include
automotive, general industrial, material handling, mining, power
generation, transportation and turf and garden.  Further, we have
noted your disclosure that your primary products include clutches,
clutch brakes, enclosed gear drives, open gearing, couplings, and
machined-race bearings.  Please clarify for us whether your
business
includes any components that meet the definition of an operating
segment in paragraph 10 of SFAS No. 131.  In this regard, please
explain, in detail, the nature of the business unit financial
information reviewed by your chief operating decision maker.
Assuming you have more than one operating segment, please tell us
how
you meet the aggregation requirements in paragraph 17 if SFAS No.
131, given the variety of industries you serve and the variety of
your products.  In addition, please disclose and supplementally
provide to us the information required by paragraph 37 of SFAS No.
131.

Environmental and Health and Safety Matters, page 58

40. State whether you are currently listed as a potentially
responsible party at any of your current or former sites, and if
you
are listed as such, state the number of sites.

Summary Compensation, page 63

41. Please tell us how you have accounted for the success bonuses
paid to your management by Colfax Corporation and the basis for
your
accounting.

Severance Agreements, page 65

42. Please quantify the amounts payable under the severance
agreements.

Description of Certain Indebtedness, page 71

43. Please delete the language that the discussion of your
material
indebtedness is "qualified in its entirety by reference" to
materials
that are not in the prospectus.  Qualification of information
within
the prospectus by reference to information outside the prospectus
is
only appropriate where a summary or outline of a document is
required
or where provided in the appropriate form.  See Rule 411(a) of
Regulation C.  Revise similar disclosures throughout the
prospectus.

Covenants and other Matters, page 72

44. Revise to state the maximum annual limit on capital
expenditures
imposed by the senior revolving credit facility.

45. Discuss the change of control and cross-default provisions of
the
credit facility in reasonable detail.

United States Federal Income Tax Consequences, page 114

46. Please delete the statements that the tax discussion is for
"general information only" and the discussion is a "general
summary
only", as this section should contain a discussion of the material
tax consequences of the exchange offer.

Consolidated Statements of Operations and Comprehensive Income
(Loss), page F-4

47. We have noted your presentation of Loss (Gain) on sale of
assets
in non-operating expense.  These amounts should be classified as
operating.  Refer to paragraph 45 of SFAS No. 144.  Please revise
your consolidated statements of operations and comprehensive
income
(loss) and your unaudited pro forma statement of income
accordingly.

Note 1.  Description of Business and Summary of Significant
Accounting Policies, page F-7
Revenue Recognition, page F-11

48. Separately disclose your product sales and services and the
respective cost of goods sold and services provided, if greater
than
10%.  Please supplementally provide us with a breakdown of product
and service revenues for the periods presented.

Note 3.  Acquisitions, page F-14

49. Please explain your consideration of the factors in paragraph
11of SFAS No. 142 in determining that your trade names and
trademarks
are indefinite lived.

50. Please help us understand why your customer relationships
represent approximately 57% of your intangible assets.  Please
also
explain, in detail, your consideration of paragraph 11 of SFAS No.
142