SecProbe.io

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Mail Stop 7010

							November 28, 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 November 15, 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 November 15, 2005

General

1. Please update your filing to include interim financial
statements
as of and for the nine months ended September 30, 2005.  Refer to
Rule 3-12 of Regulation S-X.

Recent Developments, page 3

2. We note that on November 7, 2005, you entered into a purchase
agreement pursuant to which you agreed to acquire all of the
outstanding share capital of Hay Hall for $50.5 million.  It
appears
from this disclosure that this is a probable acquisition.  If you
also meet the 50 percent or greater threshold of one of the
significance tests in Rule 1-02(w) of Regulation S-X, you are
required to include audited financial statements for this business
in
the S-4, in accordance with Rule 3-05 of Regulation S-X.  In
addition, you would be required to reflect this acquisition in
your
unaudited pro forma financial statements.  Please provide us with
your analysis of the significance tests in accordance with Rule 1-
02(w) of Regulation S-X for this probable acquisition.

We remind you that this test should be performed using amounts
prepared in accordance with US GAAP.  As such, in your response,
please describe the nature of any differences between the amounts
in
the target`s UK GAAP financial statements and the amounts used in
your income significance test.  In particular, please confirm to
us
that, for the purposes of the income significance test, you have
reversed any amortization expense recognized in Hay Hall`s UK GAAP
income statement related to goodwill and those intangible assets
that
would be considered indefinite-lived under US GAAP.

Critical Accounting Policies, Intangible Assets, page 44

3. We note your revisions in response to prior comment 2.  Your
statement on page 44 that your "intangible assets were identified
and
recorded at their fair value...with the assistance of an
independent
valuation firm" indicates that you relied on another party to some
degree.  Therefore, if you retain the references to experts,
identify
the experts and file their consents.  Please refer to Section
436(b)
of Regulation C.  In addition, please address this comment as it
relates to other references to valuation firms throughout your
document.  For example, see the first and third full paragraphs on
page 45.

Non-GAAP Financial Measures, page 45

4. Regarding your EBITDA measures:

* We note that in your EBITDA measure for 2004, you exclude a one-
time transaction fee of $4.4 million.  This type of transaction
fee
does not appear to be non-recurring, given that you will incur
similar charges in conjunction with future acquisitions, such as
that
of Hay Hall.  Accordingly, please revise your presentation of
EBITDA
accordingly.  See Item 10(e)(1)(ii)(B) of Regulation S-K.
* We also note that you exclude restructuring, impairment and
transition expenses, as well as gains on the sale of assets from
your
EBITDA measures.  Accordingly, it appears that your definition of
EBITDA differs from that of section I of the adopting release on
non-
GAAP measures.  As such, please retitle this measure to clearly
identify the earnings measure being used and all adjustments.
Please
refer to question 14 of the SEC "Frequently Asked Questions
Regarding
the Use of Non-GAAP Financial Measures."

Recent Developments, page 64

5. Expand your discussion of the purchase agreement with Hay Hall
Holdings Limited to include the material terms of the agreement.
Provide additional information on the business operations of Hay
Hall.  In this regard, we note a press release issued by Altra on
October 18, 2005 disclosing the parties` entry into the agreement.
In addition, revise the summary section to provide a cross-
reference
to this expanded discussion.

6. We note the statement that you agreed to acquire the
outstanding
shares of Hay Hall for $50.5 million; however, section 3.1 of the
share purchase agreement states that you shall pay $50.5 million
less
the closing indebtedness of Hay Hall and its subsidiaries, subject
to
other adjustments.  Please revise accordingly.

7. We note that you intend to finance the acquisition through
additional debt borrowings and you anticipate the acquisition to
close in early December 2005.  Please revise to state the amount
and
type of debt borrowings you intend to make.  For example, will you
use your current credit facility to finance all or part of the
acquisition or will you enter into a new credit facility or issue
additional secured or subordinated notes to fund the acquisition?
Disclose the material terms of any debt you intend to use to fund
the
acquisition and state how it will rank as compared to the notes
being
exchanged in this offering.

8. State whether you have received the consent of the lenders
under
your senior credit agreement and the consent of the holders of the
senior secured notes to allow the consummation of the transaction
as
required by section 8.1(h) of the share purchase agreement.

9. Please tell us whether any new guarantors will be created as a
result of the acquisition of Hay Hall.

1.  Description of Business and Summary of Significant Accounting
Policies, page F-7

10. We note that due to the restatement, you have reissued your
financial statements as of November 3, 2005.  As a result, it
would
appear that in your statements that you are still in the process
of
allocating your final goodwill and intangible assets and that you
have still not allocated these assets across your business units
are
no longer accurate.  Please revise to update pages 45, F-10, F-14,
and F-56.  If these statements are still accurate, please tell us
why, given that your acquisition was approximately one year ago.

8.  Income Taxes, page F-18

11. We note that, as a result of the restatement, you have
increased
your deferred tax asset valuation allowance to $11.8 million.  We
also note that your deferred tax liabilities increased to $15.0
million. Please clarify whether future reversals of these existing
taxable temporary differences will generate sufficient taxable
income
of the appropriate character in the appropriate timeframe to
enable
realization of your deferred tax assets.  If so, please tell us
your
basis for this valuation allowance.  See paragraph 21.a of SFAS
No.
109.  If the future reversals will not generate sufficient taxable
income to enable the realization of your deferred tax assets,
please
tell us why not.

12. We note that your predecessor recognized a deferred tax
liability
of $11.4 million as of December 31, 2003 related to property,
plant
and equipment.  Please tell us why the acquisition resulted in a
decrease of this deferred tax liability to $0.5 million as of
December 31, 2004.

17. Restated Financial Data, page F-46

13. We note that your deferred taxes decreased from an asset
position
of $9.1 million to a liability position of $12.4 million.  Please
disclose, in greater detail, the nature of the errors that
resulted
in this change.  For example, please disclose the reasons for the
changes in each of the components of your deferred tax assets and
liabilities on page F-19.

14. We note on page F-47 your disclosure that goodwill increased
by
approximately $3.5 million reflected in the restated December 31,
2004 balance sheet.  However, in your balance sheet on page F-49,
your goodwill increased $25.2 million.  Please revise this
inconsistency.

15. You disclose that there were "other less significant errors
that
have been corrected in the restatement."  If material, please
disclose the nature and amount of these errors.  If not material,
please disclose this fact and tell us your basis for your
assessment
as immaterial, based on the qualitative and quantitative factors
in
SAB 99.

16. Please expand your risk factor regarding the material weakness
in
internal controls on page 22 and your material weakness discussion
in
your MD&A on page 56 to disclose the impact of the restatements on
your evaluation of your internal controls.  If you determine that
the
restatements were not the result of material weaknesses, please
disclose the basis for your conclusion.  If, on the other hand,
you
determine that the restatements were the result of material
weaknesses, please disclose the additional material weaknesses
identified and the actions that you will take to remediate each of
these weaknesses.

Unaudited Condensed Consolidated Interim Financial Statements
12.  Related-Party Transactions, page F-61

17. We have reviewed your response to prior comment 5.  If true,
please disclose whether your stock has been pledged as collateral
of
Holding`s debt.  Further, please disclose the extent (in the
aggregate and for each of the next five years) to which Holdings
is
dependent on your cash flows to service its debt and the method by
which this will occur.

Schedule II - Valuation and Qualifying Accounts, page S-1

18. In light of the increase in your deferred tax asset valuation
allowance, as a result of the restatement, please disclose the
information required by schedule II, as it relates to your
deferred
tax valuation allowance.

Exhibit 99.1 - Letter of Transmittal

19. Please revise the second paragraph to state that you will
return
Old Notes that are not exchanged "promptly" after withdrawal,
rejections of tender, or termination of the exchange offer rather
than "as soon as practicable".

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.
November 28, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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