SecProbe.io

CORRESP
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 Via EDGAR

 April 23, 2025

 Division of Corporation Finance
 Office of Manufacturing
 U.S. Securities and Exchange Commission
 Washington, D.C. 20549

 Attention:

 Sarah Sidwell

 Re:

 TAT Technologies Ltd

 Registration Statement on Form F-3 (File No. 333-286699)

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, TAT Technologies Ltd. hereby requests that the effectiveness of the above-referenced Registration Statement
 on Form F-3 (the “Registration Statement”) be accelerated and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on April 25, 2025, or as soon thereafter as practicable.

 Very truly yours,

 TAT Technologies Ltd.
 By: /s/ Ehud Ben-Yair
 Name: Ehud Ben-Yair
 Title: Chief Financial Officer

 cc:

 Guy Ben-Ami, Esq.
 Carter Ledyard & Milburn LLP

<DOCUMENT>
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<TEXT>
 March 31, 2025

Igal Zamir
Chief Executive Officer
TAT TECHNOLOGIES LTD
5 Hamelacha St.
Netanya, Israel 4250540

 Re: TAT TECHNOLOGIES LTD
 Draft Registration Statement on Form F-3
 Submitted on March 26, 2025
 CIK 0000808439
Dear Igal Zamir:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement no later
than 48 hours
prior to the requested effective date and time. Please refer to Rules 460 and
461 regarding
requests for acceleration. We remind you that the company and its management
are
responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review,
comments, action or absence of action by the staff.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Guy Ben-Ami
</TEXT>
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CORRESP
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 March 26, 2025

 CONFIDENTIAL SUBMISSION VIA EDGAR
 Draft Registration Statement
 U.S. Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C. 20549

 Re: TAT Technologies Ltd.
 Draft Registration Statement on Form F-3

 Ladies and Gentlemen:

 On behalf of our client, TAT Technologies Ltd. (the " Company "), we are submitting a draft Registration Statement on
 Form F-3 (the " Registration Statement ") via EDGAR to the Securities and Exchange Commission for confidential nonpublic review pursuant to Section 6(e) of the Securities Act of 1933, as amended.  The
 Registration Statement submitted herewith relates to a shelf registration of the Company’s ordinary shares and other securities.

 The Company undertakes to publicly file the Registration Statement and non-public draft submissions at least two business days prior to any requested
 effective time and date.

 If you have any questions or comments concerning this submission or require any additional information, please do not hesitate to call Steven J. Glusband
 at 212-238-8605 or Guy Ben Ami at 212-238-8658.

 Very truly yours,

 /s/ Guy Ben Ami
 Guy Ben Ami
 Carter Ledyard & Milburn LLP

 cc:

 Tuvia Geffen
 Naschitz, Brandes, Amir & Co., Advocates

Mail Stop 3561
January  25, 201 7

Guy Nathanzon
Chief Financial Officer
TAT Technologies Ltd.
P.O. Box 80
Gedera 70750, Israel

Re: TAT Technologies Ltd.
 Form 20-F for Fiscal Y ear Ended December 31 , 2015
Filed April 21, 2016
File No. 000 -16050

Dear Mr. Nathanzon :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

Mr. Lyn Shenk

Branch Chief

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

January 18, 2017

Re:

RE: TAT Technologies Ltd.

Form 20-F for Fiscal Year Ended December 31, 2015 Filed April 21, 2016 File No. 000-16050

Form 6-K Furnished November 18, 2016

File No. 000-16050

Dear Mr. Shenk:

We are submitting this letter in response to the written comments of the Staff of the Securities and Exchange Commission (the "Staff") in a letter addressed to Mr. Guy Nathanzon, Chief Financial Officer of TAT Technologies Ltd. (the "Company"), dated December 22, 2016, with respect to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2015 (the "Form 20-F") and Form 6-K filed on November 18, 2016.

The paragraphs below are numbered to correspond to the Staff's comments as set forth in your letter dated December 22, 2016.  In each instance, we have repeated your comment in italics and boldface and set forth our response in plain type below the relevant comment.

Notes to Consolidated Financial Statements

Note 1: General, page F-11

1. We note your disclosure that the accounting treatment for TAT-Engineering LLC will be based on the equity method despite your ownership of 51% of the equity due to the participation rights given to your partner Engineering Holding of Moscow, Russia. Please tell us what those participation rights are and why you believe the equity method is appropriate.

Although the Company holds 51% of the share capital of the joint venture and is entitled to appoint 3 out of 5 members to its Board of Directors, the Company does not consider itself as the controlling shareholder of the joint venture due to the participating veto rights to which the Company's partner in the joint venture, Engineering Holding of Moscow Russia (the "Engineering"), is entitled to.

The material decisions in the operation of the joint venture are made at the Board of Directors level. Among other things, the Board of Directors approves the joint venture's business plan, financial plan, annual budget, investments, development and marketing plan, and distribution of profits.

As stated above, the Company has a right to appoint 3 out of 5 members of the Board of Directors, while Engineering has the right to appoint the remaining 2 directors. Pursuant to the governing documents of the joint venture, a special majority of 4 out of 5 directors is required in order to pass certain resolutions and matters at the Board level. Since a special majority is required to pass certain material resolutions, effectively Engineering has a veto right with respect to the approval of these resolutions at the Board level. The resolutions that require a special majority are:

·

Approval of business plans, financial plans, annual budgets, development plan and marketing plan and investment program of the joint venture.

·

Approval of the joint venture's internal regulations (other than those which under Russian law need to be approved by the general meeting of shareholders).

·

Approval of accounting policies, budgets and work programs of the joint venture.

·

Determine the principles of training of personnel of the joint venture.

·

Approval of distribution of profits of the joint venture.

·

Establish committees, commissions and other working bodies of the Board of Directors, election of members of such working bodies and early termination of their authorities.

As the above mentioned rights constitute substantive participating rights in accordance with ASC 810-10-25-11, the Company has concluded that it is precluded from consolidating Engineering, and has thus applied the equity method of accounting to reflect its significant influence over this investee.

Form 6-K Furnished November 18, 2016

2. Based on information presented in the filing at and for the year ended December 31, 2015, the non-GAAP measure "EBITDA" you present appears to be derived from or based on a measure calculated and presented in accordance with generally accepted accounting principles in the United States ("GAAP"). Please expand your presentation to provide a reconciliation between EBITDA and the most comparable financial measure calculated and presented in accordance with GAAP pursuant to Item 100(a)(2) of Regulation G.

In response to this comment, we will provide a reconciliation between Adjusted EBITDA and net income, which is the comparable financial measure as per the Staff's recent Compliance & Disclosure Interpretations issued in May 2016 on non-GAAP measures (Question 103.02).  We will begin providing this reconciliation in connection with our upcoming 6-K for the annual period ended December 31, 2016.  We will also provide the following disclosure within the 6-K:

TAT Technologies Ltd.  Park Re'em Ind. Zone, P.O.Box 80, Gedera 70750 Israel

Phone: 972-8-8595411 ● Fax: 972-8-8592831

● website: // http www.tat.co.il  ● e-mail: tat@tat.co.il

2

Non-GAAP Measures.  To supplement the consolidated financial statements presented in accordance with GAAP, the Company also presents a Non-GAAP presentation of Adjusted EBITDA.  The adjustments to the Company's GAAP results are made with the intent of providing both management and investors a more complete understanding of the Company's underlying operational results, trends and performance.  Adjusted EBITDA is calculated as net income before the Company's share in results and sale of equity investment of affiliated companies, taxes on income, financial (expenses) income, net, and depreciation and amortization.  Adjusted EBITDA, however, should not be considered as an alternative to net income for the period and may not be indicative of the historic operating results of the Company; nor is it meant to be predictive of potential future results.  Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles and may not be comparable to other similarly titled measures for other companies.

Please be advised that we acknowledge that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any further questions, please do not hesitate to contact me at

+972-8-8628500.

Very truly yours,

/s/Guy Nathanzon

Guy Nathanzon

Chief Financial Officer

TAT Technologies Ltd.  Park Re'em Ind. Zone, P.O.Box 80, Gedera 70750 Israel

Phone: 972-8-8595411 ● Fax: 972-8-8592831

● website: // http www.tat.co.il  ● e-mail: tat@tat.co.il

3

Mail Stop 3561
December  22, 201 6

Guy Nathanzon
Chief Financial Officer
TAT Technologies Ltd.
P.O. Box 80
Gedera 70750, Israel

Re: TAT Technologies Ltd.
 Form 20-F for Fiscal Y ear Ended December  31, 2015
Filed April  21, 201 6
File No. 000-16050
Form 6 -K Furnished November 18, 2016
File No. 000 -16050

Dear Mr. Nathanzon :

We have reviewed your filing an d have the following comment s.  In some of  our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these  comment s within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If  you do not believe our
comment s applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comment s, we may have  additional comments.

Notes to Consolidated Financial Statements

Note 1: General, page F -11

1. We note your disclosure that t he accounting treatment for TAT -Engineering LLC will be
based on the equity method despite your ownership o f 51% of the equity due to the
participation rights given to your partner Engineering Holding of Moscow, Russia.
Please tell us what those participation rights are and why you believe the equity method
is appropriate.

Form 6 -K Furnished November 18, 2016

2. Based on information presented in the filing at and for the year ended December 31,
2015, the non -GAAP measure “EBITDA” you present appears to be derived from or
based on a measure calculated and presented in accordance with generally accepted

Guy Nathanzon
TAT Technologies Ltd.
December  22, 2016
Page 2

 accounting  principles in the United States (“GAAP”).  Please expand your presentation to
provide a reconciliation between EBITDA and the most comparable financial measure
calculated and presented in accordance with GAAP pursuant to Item 100(a)(2) of
Regulation G.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Patrick Kuhn  at (202) 551 -3308  or Doug Jones at (202) 551 -3309  with
any questions .  You may also call me at (202) 551 -3380.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

November 24, 2008

Via Facsimile

Yaron Shalem
Chief Financial Officer
TAT Technologies Ltd.
P.O. Box 80
Gedera 70750, Israel

 RE:  TAT Technologies Ltd.
Form 20-F for the Year Ended December 31, 2007
   File Number: 000-16050

Dear Mr. Shalem:

 We have completed our review of your Form 20-F and related filings, and at this time do
not have further comments.

       S i n c e r e l y ,

       L y n  S h e n k

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<TEXT>

                      [LETTERHEAD OF TAT TECHNOLOGIES LTD.]

Mr. Lyn Shenk
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

October 29, 2008

                      RE:  RE: TAT TECHNOLOGIES LTD.
                           FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2007
                           FORM 6-K FILED AUGUST 15, 2008
                           FILE NUMBER: 000-16050

Dear Mr. Shenk:

We are submitting this letter in response to the written comments of the Staff
of the Securities and Exchange Commission (the "Staff") in a letter addressed to
Mr. Yaron Shalem, Chief Financial Officer of TAT Technologies Ltd. (the
"Company"), dated September 29, 2008, with respect to the Company's Annual
Report on Form 20-F for the fiscal year ended December 31, 2007 (the "Form
20-F") and Form 6-K filed on August 15, 2008.

The paragraphs below are numbered to correspond to the Staff's comments as set
forth in your letter dated September 29, 2008. In each instance, we have
repeated your comment in italics and boldface and set forth our response in
plain type below the relevant comment.

FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2007
----------------------------------------------

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS, PAGE 25
-------------------------------------------------------------
A. OPERATING RESULTS PAGE 25
----------------------------
OVERVIEW, PAGE 26
-----------------

    1. WE NOTE FROM THE SEGMENT NOTE (NOTE 13) OF THE NOTES TO THE FINANCIAL
    STATEMENTS THAT "GROSS PROFIT" AND "OPERATING INCOME" FOR EACH SEGMENT AS A
    PERCENTAGE OF ITS REVENUES DIFFER BETWEEN THE SEGMENTS. IN THIS REGARD,
    PLEASE ADDRESS ON AN OVERVIEW BASIS THE SIGNIFICANT FACTORS AFFECTING THESE
    RATIOS OF EACH SEGMENT AND THE COMPARABILITY OF SUCH RATIOS BETWEEN
    SEGMENTS. ADDITIONALLY, ADDRESS ANY KNOWN TRENDS, DEMANDS AND UNCERTAINTIES
    AFFECTING OR THAT WILL AFFECT THE RESULTS OF OPERATIONS, LIQUIDITY OR CASH
    REQUIREMENTS OF EACH SEGMENT, PARTICULARLY IN VIEW OF CIRCUMSTANCES THAT MAY
    BE ADDRESSED IN DISCLOSURES ASSOCIATED WITH THE FOLLOWING TWO COMMENTS. WE
    BELIEVE THE DISCLOSURES INDICATED ABOVE AND IN THE FOLLOWING TWO COMMENTS
    WILL HELP INVESTORS BETTER UNDERSTAND YOUR OPERATIONS AND THE CONTRIBUTIONS
    BY EACH SEGMENT TO YOUR CONSOLIDATED RESULTS.

     We will in the future revise our overview in response to this comment to
     provide the following additional disclosure:

<PAGE>

     We provide a variety of services and products to the aerospace industry and
     report our revenues for these services and products under three segments:
     (i) OEM products (ii) MRO services and (iii) parts, each with the following
     characteristics:

     -    Our OEM activities  primarily  relate to the manufacture and sale of a
          broad  range of heat  transfer  components  (such as heat  exchangers,
          pre-coolers  and oil/fuel  hydraulic  coolers) used in mechanical  and
          electronic   systems  on-board   commercial,   military  and  business
          aircraft. We also manufacture and sell other environmental control and
          cooling  systems  and a variety  of other  electronic  and  mechanical
          aircraft  accessories and systems such as pumps, valves, power systems
          and turbines.

     -    Our MRO  services  include the  remanufacture,  overhaul and repair of
          heat  transfer   equipment  and  other  aircraft   components,   APUs,
          propellers and landing gear. Our  Limco-Piedmont  subsidiary  operates
          four FAA certified repair stations,  which provide aircraft  component
          MRO services for airlines,  air cargo  carriers,  maintenance  service
          centers and the military.

     -    Our parts  segment  focuses  on the sale of APU parts  propellers  and
          landing gear.  We offer parts  services for  commercial,  regional and
          charter airlines and business aircraft owners.

     We are reliant on the commercial and military aircraft industries. Any
     downturn in these industries could decrease demand for our services and
     products and negatively impact our financial condition. The commercial
     airline industry is cyclical and has historically been subject to
     fluctuations due to general economic and political conditions, such as fuel
     and labor costs, price competition, downturns in the global economy and
     national and international events.

     Our cost of revenues for OEM products and MRO services consists of
     component and material costs, direct labor costs, shipping expenses,
     overhead related to manufacturing and depreciation of manufacturing
     equipment. Our cost of revenues for parts services consists primarily of
     the cost of the parts and shipping expenses. Our gross margin is affected
     by the proportion of our revenues generated from MRO services, OEM products
     and parts services.

     Our revenues from MRO services and OEM products generally have higher gross
     margins than from parts services, where the historical gross margins are
     generally lower. The manufacture of OEM products and the provision of MRO
     services require higher level of expertise, associated labor and initial
     investments than does the provision of parts services. These factors and
     the long-term relationships we have maintained with our customers generate
     higher margins.

     The principal factors that affect the operating income of our three
     segments in addition to their gross profit, is the amount we expend for
     selling and marketing expenses and general and administrative expenses. We
     believe that our selling and

                                        2

<PAGE>

     marketing expenses will increase in the future in accordance with our plans
     to grow the business of these segments, along with our intention to
     decrease general and administrative expenses.

     Our selling and marketing expenses for our MRO services have continued to
     grow during the last three years due to our increased sales in this segment
     and our efforts to grow this business segment. We expect that our MRO
     selling and marketing expenses will continue to increase in the future with
     the expected growth of this segment. Our selling and marketing expenses for
     our OEM products have been relatively stable during the last three years,
     consistent with the sales growth of this segment. We expect that our OEM
     selling and marketing expenses will increase in the future in accordance
     with our expected efforts to grow this business segment. Our selling and
     marketing expenses for our parts services have increased during the last
     three years as this segment has grown, but such expenses are significantly
     lower than for our other two segments. We believe that such expenses will
     increase in the future in accordance with our intent to grow this business
     segment.

     Our general and administrative expenses have grown in recent years as a
     result of the initial public offering of our Limco-Piedmont subsidiary and
     our expenditures with respect to Sarbanes-Oxley compliance. The general and
     administrative expenses of our MRO services segment have also increased due
     to the growth of this segment and the necessary growth in general and
     administrative expenditures. Our general and administrative expenses for
     our OEM products segment have increased during the last three years,
     increasing significantly in 2007. In addition to the factors explained
     above, the increase in general and administrative expenses of our OEM
     segment expenses is also attributable to increased salary expenses
     including bonuses and expenditures with respect to Sarbanes-Oxley
     compliance. Our general and administrative expenses for our parts services
     segment were relatively stable during the last three years. The limited
     increase in such expenses is due to the growth of this segment. We expect
     that our general and administrative expenses as a percentage of revenues
     will decline in the future with our anticipated growth in revenues.

YEAR ENDED DECEMBER 31, 2007 COMPARED WITH YEAR ENDED DECEMBER 31, 2006, PAGE 32
--------------------------------------------------------------------------------

    2. PLEASE DISCLOSE THE COST OF REVENUES OF EACH SEGMENT AS A PERCENTAGE OF
    ITS REVENUES FOR EACH PERIOD REPORTED. ACCOMPANY THIS WITH DISCLOSURE OF THE
    REASONS FOR VARIANCES THEREIN BETWEEN COMPARATIVE PERIODS FOR EACH SEGMENT.
    FOR EXAMPLE, WE NOTE THAT COST OF REVENUES AS A PERCENT OF RELATED REVENUES
    WAS 71.3%, 73.5% AND 77.6% FOR MRO SERVICES, 70.8%, 68.0% AND 64.7% FOR OEM
    PRODUCTS, AND 81.5%, 84.5% AND 69.3% FOR PARTS SERVICES FOR 2007, 2006 AND
    2005, RESPECTIVELY.

     We will in the future revise our discussion in response to this comment to
     provide the following additional disclosure.

                                        3

<PAGE>

Cost of revenues. Cost of revenues increased to $65.2 million for the year ended
December 31, 2007 from $57.6 million for the year ended December 31, 2006, an
increase of 13.0%. The increase in cost of revenues was primarily attributable
to the increase in our OEM and MRO services revenues and the significant
increase in parts services revenues, resulting in increased costs. Cost of
revenues as a percentage of revenues after eliminating intercompany transactions
decreased to 73.5% in the year ended December 31, 2007 from 74.3% for the year
ended December 31, 2006, primarily as a result of our continued efforts to
improve our operating efficiencies. We expect that our cost of revenues will
increase in 2008 consistent with the expected increase in our revenues. All of
the following cost of revenues data reflect the elimination of inter-company
transactions.

         Cost of revenues for MRO services. Cost of revenues for MRO services
increased to $35.2 million for the year ended December 31, 2007 from $32.2
million for the year ended December 31, 2006, an increase of 9.3%, primarily as
a result of our increased revenues, resulting in increased costs. Cost of
revenues as a percentage of revenues decreased to 71.3% in the year ended
December 31, 2007 from 73.5% for the year ended December 31, 2006, primarily as
a result of our efforts to improve the profitability of our MRO services
segment. We expect that our cost of revenues for MRO services will increase in
2008 consistent with the expected increase in our revenues and increased labor
costs.

         Cost of revenues for OEM products. Cost of revenues for OEM products
increased to $13.4 million for the year ended December 31, 2007 from $12.6
million for the year ended December 31, 2006, an increase of 4.7%, primarily as
a result of our increased revenues. Cost of revenues as a percentage of revenues
increased to 70.8% in the year ended December 31, 2007 from 68.0% for the year
ended December 31, 2006, primarily as a result from a change in the product mix
and increased production costs in 2007. We expect that our cost of revenues for
OEM products will increase in 2008 consistent with the expected increase in our
revenues and increased labor costs.

         Cost of revenues for parts services. Cost of revenues for parts
services increased to $16.6 million for the year ended December 31, 2007 from
$12.8 million for the year ended December 31, 2006, an increase of 29.7%,
primarily as a result of our increased parts revenues. Cost of revenues as a
percentage of revenues decreased to 81.5% in the year ended December 31, 2007
from 84.5% for the year ended December 31, 2006, primarily as a result of our
efforts to improve the profitability of our parts segment during 2007. We expect
that our cost of revenues for parts services will vary from year to year and
period to period due to the high degree of volatility in this segment.

                                        4

<PAGE>

    3. FOR CONSISTENCY WITH THE INFORMATION PRESENTED IN YOUR SEGMENT NOTE,
    PLEASE INCLUDE A COMPARATIVE ANALYSIS OF OPERATING INCOME FOR EACH SEGMENT
    FOR EACH PERIOD REPORTED.

We will in the future provide the following additional disclosure in response to
this comment:

The presentation of operating income data is after elimination of intercompany
transactions of $1.6 million in the year ended December 31, 2007 and $1.3
million in the year ended December 31, 2006 and net of corporate general and
administrative expenses of $5.0 million in the year ended December 31, 2007 and
$2.8 million in the year ended December 31, 2006.

Operating income. Operating income decreased to $8.8 million for the year ended
December 31, 2007 from $9.7 million for the year ended December 31, 2006, a
decrease of 9.6%. The decrease in operating income was primarily attributable to
an increase in general and administrative expenses and to a lesser extent to an
increase in selling and marketing expenses in 2007. The increased expenses were
primarily attributable to the initial public offering of our Limco-Piedmont
subsidiary, expenditures with respect to Sarbanes-Oxley compliance and increased
salary expenses.

          Operating income for MRO services. The operating income of our MRO
services segment increased to $10.1 million for the year ended December 31, 2007
from $8.7 million for the year ended December 31, 2006, an increase of 15.5%,
primarily as a result of the increase in revenues of this segment, offset in
part by the increase in general and administrative and selling and marketing
expenses in 2007. Operating income as a percentage of revenues increased
slightly to 20.5% in the year ended December 31, 2007 from 20.0% for the year
ended December 31, 2006.

          Operating income for OEM products. The operating income of our OEM
products segment decreased to $2.5 million for the year ended December 31, 2007
from $3.7 million for the year ended December 31, 2006, a decrease of 32.2%,
primarily as a result of an increase in general and administrative expenses
attributable to this segment in 2007. The increase in expenses resulted from
increased salary expenses including bonuses, and expenditures with respect to
Sarbanes-Oxley compliance. As a result of these increased expenses, operating
income as a percentage of revenues decreased to 10.6% in the year ended December
31, 2007 from 16.5% for the year ended December 31, 2006.

         Operating income for parts services. The operating income of our parts
services segment increased to $2.8 million for the year ended December 31, 2007
from $1.3 million for the year ended December 31, 2006, an increase of 108%,
primarily as a result of the increased revenues and profitability of this
segment. Operating income as a percentage of revenues increased to 13.7% in the
year ended December 31, 2007 from

                                       5

<PAGE>

8.6% for the year ended December 31, 2006, primarily as a result of an increase
in the absolute gross profit arising from the increased revenues.

B. LIQUIDITY AND CAPITAL RESOURCES, PAGE 40
-------------------------------------------

    4. IN THE FOURTH PARAGRAPH ON PAGE 41 YOU DISCLOSE THAT CAPITAL EXPENDITURES
    FOR 2007 OF $6.3 MILLION WERE FUNDED BY CASH FLOW FROM OPERATIONS. HOWEVER,
    CASH FLOW FROM OPERATING ACTIVITIES FOR 2007 WAS ONLY $804 THOUSAND. PLEASE
    CLARIFY.

We will in the future revise the disclosure in the fourth paragraph in response
to this comment as follows.

Capital expenditures for the years ended December 31, 2007, 2006 and 2005 were
approximately $6.3 million, $1.7 million and $1.1 million, respectively. These
capital expenditures were principally for the purchase of equipment for our OEM
and MRO

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

        September 29, 2008

Via Mail and Fax

Yaron Shalem
Chief Financial Officer
TAT Technologies Ltd.
P.O. Box 80
Gedera 70750, Israel

 RE:  TAT Technologies Ltd.
Form 20-F for the Year Ended December 31, 2007
Form 6-K filed August 15, 2008
   File Number: 000-16050

Dear Mr. Shalem:

 We have reviewed the above referenced filings and have the following comments.
Unless otherwise indicated, we believe you should revise future filings in response to our
comments.  If you disagree, we will consider your explanation as to why a revision is not
necessary.  Please be as detail ed as necessary in your explanation.  We also ask you to
provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

 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 filings.
We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

 Please file your response to our comment s via EDGAR, under the label “corresp,”
and any associated amended fili ngs within 10 business days from  the date of this letter.

TAT Technologies Ltd.
September 29, 2008
Page 2 of 4
Form 20-F for the Year Ended December 31, 2007

Item 5. Operating and Financial Review and Prospects, page 25
A. Operating Results, page 25
Overview, page 26

1. We note from the segment note (note 13) of th e notes to the financial statements that
“gross profit” and “operating income” for each segment as a percentage of its revenues differ between the segments.  In th is regard, please address on an overview
basis the significant factors affecting these ratios of each segment and the
comparability of such ratios between se gments.  Additionally, address any known
trends, demands and uncertainties affecting or that will affect the results of operations, liquidity or cash requirements of  each segment, particularly in view of
circumstances that may be addressed in disclosures associated with the following two comments.  We believe the disclosures i ndicated above and in the following two
comments will help investors better unders tand your operations and the contributions
by each segment to your consolidated results.

Year Ended December 31, 2007 Compared w ith Year Ended December 31, 2006, page
32

2. Please disclose the cost of revenues of each segment as a percentage of its revenues
for each period reported.  Accompany this with  disclosure of the reasons for variances
therein between comparative periods for each segment.  For example, we note that cost of revenues as a percent of rela ted revenues was 71.3%, 73.5% and 77.6% for
MRO services, 70.8%, 68.0% and 64.7% for OEM products, and 81.5%, 84.5% and
69.3% for parts services for 2007, 2006 and 2005, respectively.

3. For consistency with the information presen ted in your segment note, please include a
comparative analysis of operating income for each segment for each period reported.

B. Liquidity and Capital Resources, page 40

4. In the fourth paragraph on page 41 you di sclose that capital e xpenditures for 2007 of
$6.3 million were funded by cash flow from operations.  However, cash flow from operating activities for 2007 was only $804 thousand.  Please clarify.

Cash Flows, page 41

5. Please discuss in terms of cash the signi ficant factors and associated underlying
reasons that contributed to the materi al changes in cash provided by operating
activities between comparative periods.  Note  that references to line items (or changes
therein) in the statements of cash flows, as  in your present disclosure, do not provide
a sufficient basis for an investor to anal yze the impact on cash.  Refer to Section
IV.B.1 of “Interpretation: Commissi on Guidance Regarding Management's

TAT Technologies Ltd.
September 29, 2008
Page 3 of 4
Discussion and Analysis of Financial Cond ition and Results of Operations” available
on our website at http://www.sec.gov/rules/interp/33-8350.htm  for guidance.

Notes to Consolidated Financial Statements, page F-10
Note 1.c – General, page F-10

6. Please explain to us and disclose how the $26.4 million gain related to Limco-Piedmont was computed.

Note 2 – Significant Accounting Policies, page F-14
c. Principles of c onsolidation, page F-14

7. Please disclose your accounting for investme nts in less than wholly-owned entities,
for example, Limco-Piedmont.

l. Revenue recognition, page F-19

8. Your disclosures indicate that you have multiyear, fixed price contracts for your OEM customers and customers for MRO services.  Please disclose the basis upon which revenue is allocated under such resp ective contracts and how  associated costs
are recognized.  Include in your disclosure how losses associated with such respective
contracts are determined and recognized.  Provide us with a copy of your intended revised disclosure.

Note 3 – Inventories, page F-27

9. Please explain to us the reason for the in crease in the spare parts inventory to $6.9
million at December 31, 2007 from $795 thousand at December 31, 2006.

Note 13 – Segment and Major Customer Information, page F-42

10. Please explain to us and disclose the r eason for the comparatively higher amount of
general and administrative expenses of the OEM segment relative to the other
segments as a percentage of segment revenue s, and the basis of attribution of such
expenses to the respective segments.

Form 6-K filed August 15, 2008

11. We note your disclosure that a decrease in  the net earnings of Limco-Piedmont was
due in part to an inventory adjustment.  Please quantify for us the amount of, and explain to us the circumstances a ssociated with, this adjustment.

TAT Technologies Ltd.
September 29, 2008
Page 4 of 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in filings to be certain that th e filings include all information required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
‚ the company is responsible for the adequacy and accuracy of the disclosures in the filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact Doug Jones at 202-551-3309 with any questions.  You may also
contact me at 202-551-3380.

 Sincerely,

 Lyn Shenk
Branch Chief