SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

VIA FACSIMILE
							July 8, 2005

James P. Cox
Chief Financial Officer
PQ Corporation
1200 West Swedesford Road
Berwyn, Pennsylvania 19312

Re:	PQ Corporation
	Registration Statement on Form S-4
	Filed June 13, 2005
	File No. 333-12570

Dear Mr. Cox:

      We have reviewed your filings 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 or may not 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.

General
1. Prior to effectiveness, please provide us with a supplemental
letter stating that you are registering the exchange offer in
reliance on the staff`s position enunciated in the Exxon Capital
Holdings Corporation (May 13, 1988), Shearman & Sterling (July 2,
1993) and Morgan Stanley & Co. Incorporated (June 5, 1991) no-
action
letters.  Also include the supplemental representations from
Shearman
& Sterling and Morgan Stanley & Co. Incorporated.
2. In your amended filing, please include an updated consent of
the
independent public accountants.
3. We note that you have included an explanatory note and
additional
pages to be used in a market making prospectus in this
registration
statement.  To avoid any confusion about the transaction being
registered in reliance on the Exxon Capital line of letters,
please
remove the note and market making pages from this prospectus and
file
the market making prospectus as part of a new registration
statement
at the conclusion of the offering.

4. Please confirm supplementally that the offer will be open for
at
least 20 full business days to ensure compliance with Rule 14e-
1(a).
Further, 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.

Summary, page 1
5. We note the statement that you are a leading global producer of
inorganic specialty chemicals and engineered glass materials.
Please
specify the measure upon which you base this and other similar
statements throughout your prospectus.
6. We note your summary contains a lengthy description of the
company`s business, business strengths and business strategy.
Further, we note that some of the identical disclosure appears
later
in your prospectus.  In the summary, you should carefully consider
and identify those aspects of the offering that are the most
significant and determine how to best highlight those points in
clear, plain language. The summary should not include a lengthy
description of the company`s business and business strategy. This
detailed information is better suited for the body of the
prospectus.
Please revise accordingly.  If you want to highlight key aspects
of
your business strategy and competitive strengths, list these in a
bullet-point format, with one sentence per bullet point. See Item
503(a) of Regulation S-K and part IV.C. of SEC No. 33-7497.

Our Business Strengths, page 4
7. Ensure that the information you include in your summary is
balanced.  To the extent that you continue to cite competitive
strengths in your summary, please review each one and revise as
necessary to provide balancing information.
8. Under "Long-Term Relationships . . ." on page 4, you identify
companies that are your "top" customers.  Do you mean that these
are
the customers to whom you attribute most of your sales?  Are these
among the "top ten" customers with whom you have an average
relationship of over 44 years?  Are these representative of your
customers generally?  Please clarify.

Recent Developments, page 6
9. In this section, you should discuss that your former Chief
Executive Officer and the former President of the Potters
subsidiary
(page 83) have resigned from the company subsequent to year-end.
Also, you should discuss the significant resignations on page 88
in
your recent developments section.

Risk Factors, page 16
10. Please remove the statement that the risks you describe are
not
the only ones facing the company and that additional risks that
you
currently deem immaterial may materially and adversely affect you
in
the future.  Instead, please clarify that you discuss all known
material risks in this section.
11. Explain how each risk affects investors and the company.  In
this
respect, please revise the presentation to remove phrases like "we
cannot assure you" and "there can be no assurance" regarding a
certain set of facts, as they do not state a risk.  The real risk
is
that the event will occur, not your inability to prevent it.
Please
also avoid generic conclusions that a risk would have an "adverse
effect" on your business and disclose what the actual risk to your
business will be.
12. Some of your risk factor discussions are boilerplate and could
apply to any issuer or to any offering. If you elect to retain
these
and other general risk factors in your prospectus, you must
clearly
explain how they apply to your industry, company, or offering.
Please refer to the following risk factors:
* "We face substantial competition..."
* "We may not successfully implement our business strategies..."
* "Broker-dealers may become subject to the registration and
prospectus delivery requirements of the Securities Act . . ."
* "If we lose certain key personnel . . .", page 26
13. Please do not include risks that are not currently material,
or
clarify why risks are currently material.  For example, on page 28
you discuss the risks related to potentially not having adequate
insurance coverage and the potential inability to obtain legal
judgments in foreign jurisdictions. These are just two examples of
risks that do not appear to be currently material.  Your risk
factor
section may contain other risks that should be removed or
elaborated
upon in response to this comment.

We face substantial competition in the markets in which we
operate,
page 22
14. You appear to be including more than one risk under this
subheading by discussing the risk posed by competition and the
risk
that your customers may pursue alternative technology.  Please
discuss each risk factor under distinct subheadings.

Increased costs of raw materials and natural gas . . ., page 23
15. It is not clear why some of the matters discussed in this
section
pose a risk.  For example, you state that if any of the raw
materials
you use become unavailable within the geographic area from which
they
are now sourced, then you might not be able to obtain suitable
substitutes.  However, disclosure on page 75 says that your raw
materials are generally widely available on a local basis
worldwide.
Your risk factor also says that you might not be able to match raw
material price increases with corresponding product price
increases.
However, disclosure on pages 75 and 76 says that you are typically
able to pass through increases in prices of raw materials to
customers, and that you have structured the majority of your
contracts with your largest customers to include adjustments for
changes in the price of raw materials.  Consider whether these
items
are really current material risks, and revise your disclosure
accordingly.

Forward-Looking Statements, page 31
16. Refer to your statement that you "undertake no obligation to
publicly update any forward-looking statements, whether as a
result
of new information, future events or otherwise."  Please confirm
supplementally that you are aware of your responsibility to make
full
and prompt disclosure of material facts, both favorable and
unfavorable, regarding your financial condition, and that this
responsibility may extend to situations where management knows or
has
reason to know that previously disclosed projections no longer
have a
reasonable basis. See Item 10(b)(3)(iii) of Regulation S-K.

The Exchange Offer, page 33
Purpose and Effect, page 33
17. Please revise the statement in the second paragraph that the
registration rights agreement, and not the description of it
contained in the prospectus, governs the rights of note holders.
The
language implies that note holders do not have rights with respect
to
disclosure that you include in your prospectus.

Expiration Date; Extensions; Amendments, page 35
18. Please revise your letter of transmittal, as well as the
disclosure in this section, to comply with the following comments.
19. 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.  Provide us your views on whether waiver of any condition
will constitute a material change requiring that at least five
business days remain in the offer after the waiver`s notice.
20. You reserve the right "to delay the accepting any outstanding
notes."  Clarify in what circumstances you will delay acceptance
and
confirm that any such delay will be consistent with Rule 14e-1(c).
For example, if you are referring to the right to delay acceptance
only due to an extension of the exchange offer, so state.
21. Please advise us as to how oral notice of any extension is
reasonably calculated to reach registered holders of the
outstanding
notes or otherwise satisfies the requirements of Rule 14e-1(d).

Unaudited Pro Forma Condensed Consolidated Financial Information,
page 43
22. In your unaudited pro forma condensed consolidated statement
of
operations for the twelve months ended December 31, 2004, please
tell
us why you have increased cost of goods sold by $18,495.  We note
that this adjustment relates to the revaluation in purchase
accounting of inventory assumed to be sold.  However, this
adjustment
does not appear to have a continuing impact on you.  Similarly,
please tell us why you have increased selling, general and
administrative expenses by $3,338 related to the write-off of in-
process research and development.  Refer to Rule 11-02(6)(ii) of
Regulation S-X.
23. In your unaudited pro forma condensed consolidated statement
of
operations for the three months ended March 31, 2005, please
separately disclose the historical predecessor statement of
operations from the historical successor statement of operations.
24. Please tell us why you have not recognized any pro forma
adjustments related to the fair valuation of inventory, property
and
equipment, and intangible assets at your affiliated companies.

25. Where you are reversing interest expense in your unaudited pro
forma statement of income, please 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.  Please also
tell us how you accounted for the $1,090 write off of deferred
financing costs in conjunction with the early debt repayment, as
disclosed on page F-53, in your unaudited pro forma statement of
income.
26. For your variable rate debt, please disclose the effect of a
1/8
percent variance in your assumed interest rate.
27. Please disclose the nature and amount of the transaction costs
included in pro forma adjustment (g).

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 50
28. The safe harbor for forward-looking statements provided in the
Private Securities Litigation Reform Act of 1995 does not apply to
statements made in connection with a tender offer.  See Section
27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the
Exchange Act.  Therefore, please delete the reference to the safe
harbor or state explicitly that the safe harbor protections it
provides do not apply to statements made in connection with the
offer.

Critical Accounting Policies, page 51
29. Please revise your disclosures of your property, plant and
equipment, intangible assets and goodwill to disclose the specific
assumptions associated with your estimates that bear the risk of
change and the related uncertainties.  Please also tell us why you
do
not consider your policy for measuring impairment of your
indefinite-
lived trademarks to be a critical accounting policy.

Results of Operations, page 55
30. We note that you combine the results of operations for the
predecessor and successor periods of PQ Corporation.  As you note
in
your filing, these two periods are not prepared on a comparable
basis
of accounting and therefore should not be discussed on a combined
basis.  Given that the effective date of the transaction occurred
during the latest interim period, it appears more appropriate to
discuss and disclose the first quarter of 2005 on a pro forma
basis.
We remind you, however, that you still must discuss your first
quarter of 2005 historical results of operations (on a predecessor
and successor basis) in your management`s discussion and analysis.
31. We note, on page 57, that you divested your ceramic line of
hollow spheres products in the United States in late 2004.  If
material, please tell us why you have not reflected this
divestiture
as a discontinued operation.  See paragraphs 41 - 44 of SFAS No.
144.

Three Months Ended March 31, 2005 Compared to Three Months Ended
March 31, 2004, page 56

Sales, page 56
32. Please disclose the reason for the $4.4 million decrease in
sales
volume in your chemicals division for the three months ended March
31, 2005 compared to the same period in 2004.  Clarify whether
this
was due primarily to decrease in sales of your detergent zeolite
products.  Please specify the product areas that saw a reduced
volume.

Gross profit

Chemicals division, page 57
33. We note that the shift to higher margin products during this
period partially offset reduced volume.  Please briefly explain
which
are your higher margin products.
34. Please identify the unprofitable product lines you divested
that
impacted your gross profit for the three months ended March 31
2005.

Liquidity and Capital Resources, page 64
35. Please disclose the minimum interest coverage and maximum
total
leverage ratios in your senior secured credit facilities.
36. Please include a discussion of your deficiency in your ratio
of
earnings to fixed charges.
37. In your contractual obligations and commitments section,
please
disclose the changes to the amount of your interest payments
subsequent to February 11, 2005.  Please also disclose your
assumptions regarding your variable rate debt.

Business, page 69
38. Please identify your largest customer.  We note your
disclosure
that this customer represented less than 11% of your sales in 2004
and that you have conducted business with this customer for over
100
years.

Management, page 81
39. Please disclose the term of office for each of your officers
and
directors.  Please refer to Item 401(a) and (b) of Regulation S-K.
40. Please disclose the dates during which Messrs. Randolph,
Sichko,
and Chavkin worked for the companies listed in their biographies.
Please refer to Item 401(e) of Regulation S-K.

Security Ownership of Certain Beneficial Owners and Management,
page
89
41. Please specify the amount o