SecProbe.io

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Mail Stop 7010

							October 11, 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 September 30, 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 September 30, 2005

Summary Terms of the Exchange Offer, page 4

1. Revise to disclose here, and elsewhere as appropriate, that
under
the Registration Rights Agreement the company was required to have
the registration statement declared effective 210 days after the
old
notes were issued and as a result of the registration statement
not
yet being effective, the company is incurring penalty interest on
the
outstanding old notes.  In this regard, we note your disclosure on
page F-55 under "9% Senior Secured Notes".   Please quantify the
amount of penalties that you have incurred as of the most recent
date
practicable.

Critical Accounting Policies, Intangible Assets, page 43

2. We have reviewed your response to our prior comment 12.  Please
expand your intangible assets disclosures on page 43 to include
more
of your response to our comment numbers 49 and 50 in your response
dated August 12, 2005, so that your readers have a better
understanding of any uncertainties or risks of change in the
assumptions underlying your estimates.  Specifically, please
disclose
the nature of the assumptions that you used under the income
approach
to value your intangible assets and why these assumptions bear
risk
of change.  In addition, regarding the useful lives of your
intangible assets, please disclose, as you state in your response,
that:
* Your trade names and trademarks identify you and differentiate
you
from your competitors.  Therefore, you do not believe that
competition limits the useful life of your trade names and
trademarks.
* All of your brands have been in existence for over 50 years and
are
not susceptible to obsolescence risk.
* You believe that your trade names and trademarks will continue
to
generate product sales for an indefinite period.
* In regards to your customer relationships,
o Your estimate that customer attrition rate is approximately 5%
per
year.
o Your customers tend to be long-term customers, with very little
turn-over.
o Although you do not have long-term contracts with your
customers,
you have historically established long-term relationships with
them
so that it becomes extremely difficult for your competitors to
displace your customers.
o Based on this analysis, you determined that the first twelve
years
generated 95% of the present value of the discounted cash flows
attributable to your customer relationships.  Therefore, you
concluded that your customer relationships intangible asset has an
estimated useful live of twelve years.

In addition, we note that you have referred to experts in your
intangible assets policy on page 43, that the fair value of your
intangible assets were, "determined by an independent valuation
firm."  If you retain the references to experts, identify the
experts
and file their consents.  Please refer to Section 436(b) of
Regulation C.

Products, page 59

3. We note your response to comment 39 in your response letter
dated
August 12, 2005, that you are unable to provide the disclosures
related to paragraph 37 of SFAS No. 131 because your "general
purpose
financial statements do not identify specific product line sales
across [your] organization nor can [you] readily determine groups
of
similar product sales."  However, on page 46 of your S-4/A #2, you
disclose that your net sales increased for the six months ended
July
1, 2005 compared to the six months ended June 30, 2004 due to
"increased sales to certain transportation OEM customers,
partially
offset by a weakening at [your] turf and garden OEM customers."
Please explain to us in further detail why it is impracticable to
disclose product sales in accordance with paragraph 37 of SFAS No.
131, given that you are able to identify changes in sales to these
customers.

12. Related-Party Transactions, page F-28

4. We note your response to our prior comment 14.  Although you
view
these costs to be similar to costs that would be incurred if you
contracted with a third-party investment banking firm, these
amounts
were paid to your principal shareholder.  Paragraph A8 of SFAS No.
141 limits the capitalization of costs to "out-of-pocket" costs
paid
to outside consultants.  Internal costs associated with a business
combination (whether one-time costs or reoccurring in nature)
should
be expensed as incurred.  Accordingly, please amend your filing to
reflect these costs in your consolidated statement of operations.

12.  Related-Party Transactions, page F-56

5. We note that you paid certain expenses on behalf of your parent
company, Altra Holdings, Inc. (Holdings).  Please explain to us
the
nature of these expenses.  Please also clarify how you determined
that these costs should be recognized in Holdings` statement of
operations, as opposed to yours, given that Holdings appears to
have
no operations other than those related to you.

Exhibit 99.1 - Letter of Transmittal

6. We note instruction 9 on page 12.  We note that you may
determine
in your "sole discretion" whether certain offer conditions have
occurred or are satisfied.  Please revise to include an objective
standard for the determination of whether a condition has been
satisfied.

Exhibit 99.5 - Exchange Agent Agreement

7. The agreement states that the exchange offer shall expire at
5:00p.m., New York City time on a date as yet to be determined.
It
appears that this conflicts with your disclosures in the
prospectus
and the letter of transmittal which state that the offer shall
expire
at midnight, New York City time on a date as yet to be determined.
Please revise.

8. We note several instances in which you indicate that you will
issue new notes or return any old notes not accepted for exchange
"as
promptly as practicable" after expiration or termination of the
exchange offer.  Rule 14e-1(c) requires that you exchange the
notes
or return the old notes "promptly" upon expiration, non-
acceptance,
or termination of the offer, as applicable.  Please revise.

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 staff comments and the declaration
of
effectiveness 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 Nili
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.
October 11, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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