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[AFFINIA
LETTERHEAD]
1101 Technology Drive, Suite 100
Ann Arbor, MI
48108

VIA EDGAR

November 1, 2005

Re:
Affinia Group Intermediate Holdings
Inc.
 Item 4.01 Form 8-K
Filed October 5, 2005
 File No.
333-128166-10

Beverly A. Singleton
 Division of
Corporate Finance, Mail Stop 3561
Securities and Exchange
Commission
100 F Street, N.E.
Washington, DC 20549

Dear Ms. Singleton:

By letter dated October 25, 2005,
we were provided with comments from the staff (the
"Staff") of the Securities and Exchange
Commission (the "Commission") in regard to
the Current Report on Form 8-K (the "Form
8-K") filed by Affinia Group Intermediate Holdings Inc.
(the "Company") with the Commission on
October 5, 2005. The purpose of this letter is to respond to the
comments to the Company's Form 8-K that you provided in your
letter. For ease of reference, we have reproduced your comments,
followed by the Company's response. For the purposes of this
letter, the financial statements referred to as the Successor financial
statements include the consolidated financial statements of the Company
and its subsidiaries, and the financial statements referred to as the
Predecessor financial statements include historical combined financial
data for the years ended December 31, 2002 and 2003 and for the period
from January 1, 2004 to November 30, 2004 for the automotive
aftermarket business of Dana Corporation
("Dana") acquired by Affinia Group Inc.
("Affinia") on November 30, 2004 (the
"Acquisition").

Item 4.01 of Form
8-K

Reportable Condition: Material Weaknesses in Internal
Controls

1.
See the paragraphs
discussion regarding the disclosure of the material weaknesses. Please
provide us with a copy of any letters or written communication to and
from the former accountants, PricewaterhouseCoopers LLP, the
management, the Board of Directors or the audit committee regarding the
material weaknesses in your internal controls.

Aside from the Letter from
PricewaterhouseCoopers LLP dated October 5, 2005 filed as Exhibit 16.1
to the Company's Form 8-K, no other letters or written
communication to and from the Company's former accountants,
PricewaterhouseCoopers LLP, the management, the Board of Directors or
the audit committee regarding the material weaknesses in the
Company's internal controls
exist.

2.
In detail, describe
for us the nature of each of the four material weaknesses in internal
controls cited by the former auditors and the amounts involved, if any.
Also, tell us in what period the reportable event occurred and whether
or not you restated (or intend to restate) any prior period for any
adjustment resulting from the reportable event; and if not, why not.
Tell us in detail the steps you have taken (or plan to take) and
procedures you implemented (or plan to implement) to correct each
reportable event.

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The nature of each of the four
material weaknesses in the Company's internal controls, all of
which were identified by management and discussed in the
Company's Form 8-K, are as follows:

(1)
As
of December 31, 2004, March 31, 2005 and June 30, 2005, we did not have
effective controls over the recording of purchase accounting and we did
not have adequate resources to allow sufficient time for review and
supervision over the application of generally accepted accounting
principles in connection with the initial recording of purchase
accounting entries, which failed to identify adjustments needed to
record the purchase accounting entries related to the Acquisition. This
control deficiency resulted in misstatements to our financial
statements, requiring the restatements to our audited consolidated
financial statements as of December 31, 2004 and our unaudited interim
consolidated financial statements as of March 31, 2005, as well as
adjustments to the unaudited interim consolidated financial statements
as of June 30, 2005. In connection with these restatements, we adjusted
various opening balance sheet accounts with offsetting entries to
goodwill and intangible assets and, in the statement of cash flows, the
capital contribution and proceeds from long-term debt. These
adjustments, which did not have a material income statement impact,
were described in Note 2 to the audited consolidated financial
statements as of December 31, 2004 and Note 2 to the unaudited interim
consolidated financial statements as of June 30, 2005 in the
Registration Statement on Form S-4 (the "Registration
Statement") filed by Affinia and the Company with the
Commission on September 8, 2005 (Registration No. 333-128166).

The amounts involved were as
follows.

•
The initial purchase
price allocation for inventory, as of December 1, 2004, was understated
by $9 million. As a result of a duplicate entry to reduce inventory by
$9 million that was recorded by both the Company and Dana in the
closing balance sheet, we determined that inventory should be increased
by $9 million, with a corresponding decrease to goodwill. There was no
income statement impact as a result of this
adjustment.

•
The initial
purchase price allocation for the allowance for doubtful accounts as of
December 1, 2004, was overstated by $6 million.
Historically, Dana made adjustments on a consolidated basis to the
allowance for doubtful accounts which should have been made by the
Company in the opening balance sheet. We determined that the allowance
for doubtful accounts should be reduced by $6 million, with a
corresponding decrease to goodwill. There was no income statement
impact as a result of this
adjustment.

•
The initial
purchase price allocation for trade accounts payable, as of December 1,
2004, was overstated by $4 million due to classification of an
intercompany payable to the Predecessor as a trade accounts payable,
which is no longer payable as a result of the Acquisition. We
determined that trade accounts payable should be reduced by $4 million,
with a corresponding decrease to goodwill. There was no income
statement impact as a result of this
adjustment.

•
The initial
purchase price allocation for cash discounts reserve was understated by
$4 million as of December 31, 2004. The restatement of the Predecessor
financial statements for the years ended December 31, 2002 and 2003 and
the eleven month period ended November 30, 2004 to record a cash
discount reserve required under generally accepted accounting
principles did not result in a material change to the financial
statements of any year. The Predecessor did not reserve for cash
discounts, which required the restatement of the Predecessor's
financial statements and the opening cash discount reserve. We
increased the reserve for cash discounts in the Successor period by $4
million with a corresponding increase in goodwill. There was no income
statement impact as a result of this
adjustment.

•
Effective with
the Acquisition, the Company's direct parent Affinia Group
Holdings

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Inc., issued a note with a face value of $74.5
million, and an estimated fair value, upon issuance, of $50
million. The value of the assets contributed by Affinia Group Holdings
Inc. to the Company represented by this note were initially recorded at
$74.5 million. We have determined that the value received by the
Company as a result of the contribution by Affinia Group Holdings Inc.
should have been recorded at the fair value of the note, $50 million.
As a result of this $24.5  million adjustment, the Company
reduced its remaining $15 million of goodwill to zero and reduced
intangibles on a pro rata basis for the remaining $9.5 million with a
corresponding reduction in contributed equity. Based on an analysis
performed by management, which included evaluating the carrying costs
of fixed assets compared to a recent valuation study, all of the
remaining $9.5 million was allocated to intangibles with no reduction
to fixed assets. There was no material income statement impact as a
result of this adjustment.

•
On
April 29, 2005, the Company paid Dana $15 million to settle the working
capital adjustments in connection with the Acquisition. This amount was
known subsequent to December 31, 2004 but prior to the release of the
December 31, 2004 financial statements and has been capitalized as
goodwill effective December 1, 2004. There was no income statement
impact as a result of this
adjustment.

•
We have determined
that certain non current deferred tax assets were improperly classified
as current within the balance sheet at December 31, 2004 and
accordingly, the balance sheet was adjusted to reflect the appropriate
classification. There was no income statement impact as a result of
this adjustment.

In addition to the above, the
Predecessor's balance sheet at December 31, 2003, and the related
statements of income and cash flows for the period from January 1, 2004
through November 30, 2004 and for the years ended December 31, 2003 and
2002 were restated. The balance sheet was restated to properly record
$5 million of cash discounts not previously recorded. This resulted in
an opening balance sheet adjustment, as of January 1, 2000, that
reduced trade accounts receivables by $5 million with an additional $2
million to deferred taxes and $3 million to opening equity. The
originally reported sales and net income for the period January 1, 2004
through November 30, 2004 have been increased by $1 million each as a
result of this restatement for the Predecessor's accounting for
cash discounts. This $1 million resulted from a change in the required
reserve at November 30, 2004. There was no material income statement
impact for any other periods presented.

(2)

As of December 31, 2004, March 31, 2005 and June
30, 2005, we did not maintain effective controls over the recording and
review of our disclosures in our subsidiary guarantors and
non-guarantors notes to our financial statements to ensure the
disclosures were presented as required by Rule 3-10 of Regulation S-X.
This control deficiency resulted in the misstatement of our disclosures
and the restatement of the subsidiary guarantors and non-guarantors
note to our December 31, 2004 audited financial statements and to our
March 31, 2005 unaudited interim consolidated financial statements, as
well as adjustments to the subsidiary guarantors and non-guarantors
note to the unaudited interim consolidated financial statements as of
June 30, 2005. There was no income statement impact to the consolidated
December 31, 2004 audited financial statements nor to the March 31,
2005 unaudited interim consolidated financial statements as a result of
restating these disclosures. The amounts involved with respect to these
restatements were detailed in the restated note which appeared in the
Company's December 31, 2004 restated financial statements
included in the Company's Registration Statement and which is
reproduced herein as Exhibit A. The March 31, 2005 and June
30, 2005 financial statements contained no further adjustments.

(3)
In March 2005, the Company
completed the legal sale of its subsidiary, Beck/Arnley Worldparts
Corp. ("Beck/Arnley") to Heritage Equity
Group Inc., pursuant to a stock

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purchase agreement. The purchase price for the
stock of Beck/Arnley was $5 million to be paid starting in the first
quarter of 2006 based on a percentage of Beck/Arnley sales. Affinia
also provided additional liquidity through a $3 million five year term
loan. In addition, the stock purchase agreement provided that all of
the cash at Beck/Arnley, with the exception of $2 million, be retained
by the Company. In connection with the transaction, Affinia recognized
an after-tax loss on the sale of $15 million. Due to the
Company's $3 million working capital loan to Beck/Arnley and the
contingent consideration, the transaction did not qualify as a sale
under accounting rules and could not be presented as a discontinued
operation.

As of December 31, 2004, March 31, 2005 and
June 30, 2005, we did not have effective controls over the recording
and reporting of non-routine, complex transactions and did not have
adequate resources to allow sufficient time for review and supervision
over reporting of non-routine, complex transactions in accordance with
generally accepted accounting principles. In our March 31, 2005
unaudited interim consolidated financial statements we classified and
reported the operating results of Beck/Arnley and the loss on
disposition of Beck/Arnley as discontinued operations. We restated our
March 31, 2005 unaudited interim consolidated financial statements to
classify the loss on disposition of Beck/Arnley in continuing
operations, as well as recorded an adjustment to the unaudited interim
consolidated financial statements as of June 30, 2005, because we
determined that the transaction should not have been presented as a
discontinued operation due to the working capital loan and the
contingent consideration received for the sale.

(4)
As of December 31, 2004 and March
31, 2005, we did not maintain effective control over reconciliation and
adjustment of our inter-company accounts. More specifically, subsequent
to the issuance of the quarterly financial statements for March 31,
2005, we identified a control deficiency in the operation of our
internal controls and procedures related specifically to our failure to
properly reconcile and adjust intercompany account balances relating to
the March 31, 2005 Beck/Arnley disposition prior to the preparation of
the Company's unaudited interim consolidated financial statements
as of March 31, 2005. This control deficiency resulted in misstatements
to our loss on the disposition of Beck/Arnley and accounts receivable
in an amount equal to $2 million (net of tax), which required
restatement of our March 31, 2005 unaudited interim consolidated
financial statements, as well as adjustments to our unaudited interim
consolidated financial statements as of June 30, 2005.

As
discussed above, these four control deficiencies resulted in either the
restatement of the Company's audited financial statements as of
December 31, 2004 and/or the Company's unaudited financial
statements as of March 31, 2005 and/or adjustments to the unaudited
interim consolidated financial statements as of June 30, 2005. The
restatement of the Predecessor financial statements for the years ended
December 31, 2002 and 2003 and the eleven month period ended November
30, 2004 to record a cash discount reserve required under generally
accepted accounting principles did not result in a material change to
the financial statements of any year. Otherwise, we have not restated
and do not currently intend to restate any prior periods.

We have taken several steps in order to correct each
reportable event. In order to respond to the different corporate
financial staffing demands brought about by our separation from Dana
and in connection with our development as a newly separate, stand-alone
entity, our management significantly increased the corporate office
financial staff from three former Dana employees to a staff of
twenty-three persons as of October 31, 2005. We plan to hire two
additional junior professional accountants to complete our staffing
requirements. With respect to the control deficiency with regard to the
reconciliation and adjustment of our inter-company accounts, we adopted
a detailed work plan to ensure that inter-company accounts were
reconciled and adjusted

4

on a timely basis. Also, we dedicated
additional corporate financial staff to the process of reconciling the
inter-company accounts. We have completed the process to verify the
adequacy of the measures taken and to ensure that these measures have
addressed this control deficiency with regard to our inter-company
accounts.

In addition, we are in the process of
developing a plan to remediate the other material weaknesses in our
internal control over financial reporting discussed above. Several
elements of our plan can only be accomplished over time.

To achieve compliance with Section 404 of the Sarbanes-Oxley
Act o