SecProbe.io

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Mail Stop 7010

						August 29, 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/A filed August 12, 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/A filed August 12, 2005

General

1. We note your response to prior comment one.  It appears that
the
only additional exhibits filed were the accountants` consents.
Please file all exhibits, particularly the letter of transmittal
and
legality opinion, as soon as possible to allow us adequate time to
review these materials.

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

3. Please update your filing to include interim financial
statements
as of and for the six months ended June 30, 2005.  Refer to Rule
3-12
of Regulation S-X.  Please similarly update your unaudited pro
forma
statement of income.  Please be advised that although the
acquisition
occurred prior to the six months ended June 30, 2005, Rule 11-
02(c)(2) of Regulation S-X still requires you to disclose a pro
forma
income statement for the six months ended June 30, 2005, as if the
acquisition occurred on January 1, 2004.

Security, page 10

4. We note your response to prior comment 11; however, it appears
this information has not been included on page 10 as stated in
your
response.  Please revise.

Unaudited Pro Forma Financial Statements, page 37

5. We have reviewed your response to prior comment 23.  Please
clarify for us how the $600 and $980 you have recognized in your
pro
forma income statement related to additional expenses that you
anticipate incurring as a stand alone entity meet the factually
supportable criterion in Rule 11-02 of Regulation S-X.  Please
explain in detail how you have estimated each of the individual
components of these estimates.  In this regard, please tell us
whether you have executed contracts or consummated transactions to
support the amounts you have estimated.

Selected Historical Financial Data, page 39

6. We have noted your response to prior comment 27 that you have
amended your filing to include the pro forma ratio of earnings to
fixed charges for the most recent fiscal year and the latest
interim
period.  Please advise as to where in your amended filing you have
included this information.

Non-GAAP Financial Measures, page 44

7. We note your revised disclosures in response to prior comment
30.
Due to the acquisition of PTH from Colfax, as well as the
acquisition
of Kilian, the successor`s book basis has been stepped up to fair
value, such that the successor has additional depreciation,
amortization, and financing costs, as compared to the
predecessor`s
financial statements, as disclosed in your pro forma financial
statements.  Please disclose this fact, as well as any other
differences between the predecessor and successor entities,
including
differences in accounting policies and management.

Results of Operations, page 45

8. Please disclose the nature of your other non-operating expense
of
$250 and the reason for its change for the three months ended
April
1, 2005, as compared with the three months ended March 31, 2004.

9. Please provide additional disclosure regarding the significant
change in percentage of your provision for income taxes for the
three
months ended April 1, 2005 (40%) compared with three months ended
March 31, 2004 (7.5%).  We have noted your disclosure on page F-53
that this change in percentage is due to the impact of non-U.S.
tax
rates and permanent differences.  Please discuss in your
disclosure
the material changes in your non-U.S. tax rates and the results of
material permanent differences.

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

10. We note your revised disclosure on pages 54 and 55.  Please
update your risk factor section accordingly.

Products, page 59

11. We note in your response to prior comment 39 that you have
concluded that you operate in one reportable segment for the
development, manufacturing and sales of mechanical power
transmission
products.  We also note that your chief operating decision maker
(CODM) receives consolidated operating results to make decisions
about allocating resources.  Please clarify for us how your CODM
allocates resources amongst your different operations, if your
CODM
only receives consolidated information.  As part of your response,
please provide us with all financial information received by your
CODM on a regular basis.

3.  Acquisitions, page F-14

12. We have reviewed your response to prior comment 49 and 50.  In
your critical accounting policies, please disclose how you
determined
the fair value and useful lives of your trademarks and customer
relationships, as well as any uncertainties or risks of change in
the
assumptions underlying your estimates.

12. Related-Party Transactions, page F-29

13. We note your revised disclosure in response to prior comment
52.
Please tell us why your estimate of $1.0 million of additional
costs
if you were a stand alone entity differs from the $600 and $980 in
pro forma adjustment (2) on page 38.

14. Based on your response to prior comment 53, we note that you
capitalized the Genstar transaction services fees of $4.4 million
as
either acquisition-related transaction costs or deferred financing
costs.  Given that Genstar is your principal shareholder, please
tell
us whether you view these fees as internal costs incurred by your
parent on your behalf and the basis for your conclusion.  If so,
please tell why you do not believe that these internal costs
should
be expensed as incurred, pursuant to paragraph A.8 of SFAS No.
141.

16. Guarantor Subsidiaries, page F-36

15. We note your response to prior comment 54.  If true, please
revise your disclosure to clarify that all guarantors are 100%-
owned
by the parent as required by Rule 3-10(f) of Regulation S-X.  Your
disclosure presently states that the guarantors include all 100%-
owned subsidiaries, which suggests that other entities, which are
not
100%-owned, may also be guarantors.

Kilian Manufacturing Corporation and Kilian Canada ULC
Note I - Related Party Transactions, page F-60

16. We note your response to prior comment 58.  Please tell us why
Kilian`s selling, general and other operating expenses, as a
percentage of Kilian`s revenue, is substantially less than the
comparable measure for PTH, although both businesses appear
similar.
In your management`s discussion and analysis, please disclose any
known trends or uncertainties that the Kilian acquisition has on
your
expenses, as a percentage of revenue.  In addition, as previously
requested, please disclose the method of allocating the cost of
services provided by Kilian`s parent to Kilian, your assertion
that
the method used is reasonable, and if practicable, your estimate
of
what the expenses would have been on a stand alone basis.  See SAB
Topic 1-B.

Exhibit 12.1

17. Please include a ratio of earnings to fixed charges in your
amended filing that includes the ratio for the current interim
period
in accordance with Item 503(d) of Regulation S-K.

Closing Comments

      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 urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or 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 adequacy
and
accuracy of the disclosure in the filing; and
?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      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.

      Please direct questions on accounting comments to Ryan Rohn,
Staff Accountant, at (202) 551-3739 or, in his absence, to Nilima
Shah, Branch Chief, at (202) 551-3255.  Direct questions on
disclosure issues to Tamara Brightwell, Staff Attorney, at (202)
551-
3751 or, in her absence, to Chris Edwards, Special Counsel, at
(202)
551-3742, or the undersigned at (202) 551-3760.

	Sincerely,

	Pamela A. Long
	Assistant Director

cc: 	Todd R. Chandler, Esq.
	Weil, Gotshal & Manges LLP
	767 Fifth Avenue
	New York, New York 10153

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Michael L. Hurt
Altra Industrial Motion, Inc.
August 29, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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