April 5, 2019

Robert D. Kamphuis
Chairman, President & Chief Executive Officer
Mayville Engineering Company, Inc.
715 South Street
Mayville, WI 53050

       Re: Mayville Engineering Company, Inc.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted March 22, 2019
           CIK No. 1766368

Dear Mr. Kamphuis:

      We have reviewed your amended draft registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

DRS/A Filed on March 22, 2019

Liquidity and Capital Resources
Operating Activities, page 48

1.     Please provide a more robust discussion of the factors that impacted
operating cash flows
       during each period. Please specifically address the impact of and
reasons for changes in
       working capital items. Refer to Item 303(a) of Regulation S-K and SEC
Release No. 33-
       8350.
Contractual Obligations, page 51

2.     We note footnote (1) indicates you have excluded amounts which are or
may become
       payable as interest. Please revise this table to include expected
interest payments or
 Robert D. Kamphuis
FirstName LastNameRobert D. Kamphuis
Mayville Engineering Company, Inc.
Comapany NameMayville Engineering Company, Inc.
April 5, 2019
April 2 2019 Page 2
Page 5,
FirstName LastName
         explain why you believe exclusion is appropriate.
Critical Accounting Policies and Estimates
Goodwill, Other Intangibles and Long-Lived Assets, page 52

3.       We note your disclosure that your annual impairment analysis did not
indicate an
         impairment existed. Please identify the two reporting units which have
goodwill
         balances. For the reporting units where the fair value was not
substantially in excess of
         the carrying value, please revise your disclosures to identify the
reporting unit, disclose
         the amount of goodwill allocated to the reporting unit, and disclose
the percentage by
         which fair value exceeded carrying value. For the reporting units
where fair value
         substantially exceeded carrying value, please disclose that fact.
Notes to the Consolidated Financial Statements
Note 2 - Acquisition, page F-19

4.       We note from your disclosure that you have allocated $44 million of
the purchase price to
         customer relationships, and assigned a useful life of 12 years. Please
explain to us how
         you estimated or determined the estimated useful life for this
intangible asset. Also we
         note in many instances, customer relationships may dissipate at a more
rapid rate in the
         earlier periods following a company's succession to these
relationships, with the rate of
         attrition declining over time until relatively few customers or
contracts remain who persist
         for an extended period. Under this pattern, a significant amount of
cash flows derived
         from the acquired customer base may be recognized in earlier periods
and then fall to a
         materially reduced level in later years. In this regard, please tell
us what consideration was
         given to using an accelerated method of amortization, rather than the
straight-line method
         for purposes of amortizing your customer relationship intangibles to
expense, as it appears
         that this may result in a more systematic allocation of the
intangibles' cost to the periods
         benefited. Refer to ASC 350-30-35-3 and 35-6.
Note D   DMP Partial Period Adjustment, page F-59

5.       We note that the pro forma income statement information for DMP
includes the full year
         ended September 30, 2018. Please revise your footnote to include
additional quantitative
         and narrative disclosures about gross profit, selling and marketing
expenses, and operating
         income of the period excluded from this pro forma presentation to
inform readers about
         the effects of unusual charges or adjustment in the omitted period. In
this regard we note
         that the period October 1, 2018 through December 14, 2018 has been
omitted.
Note E   Unaudited Pro Forma Financial Statement Adjustments, page F-59

6.       Regarding adjustment (g), please explain why you are adjusting the
income tax provision
         to include the impact on the earnings of Mayville. Please refer to
Instruction 7 of Rule
         11-02(b) of Regulation S-X.
 Robert D. Kamphuis
Mayville Engineering Company, Inc.
April 5, 2019
Page 3

        You may contact Kevin Stertzel (Staff Accountant) at (202) 551-3723 or
Mindy Hooker
(Staff Accountant) at (202) 551-3732 if you have questions regarding comments
on the financial
statements and related matters. Please contact Sherry Haywood (Staff Attorney)
at (202) 551-
3345 or Jay Ingram (Legal Branch Chief) at (202) 551-3397 with any other
questions.



                                                          Sincerely,
FirstName LastNameRobert D. Kamphuis
                                                          Division of
Corporation Finance
Comapany NameMayville Engineering Company, Inc.
                                                          Office of
Manufacturing and
April 5, 2019 Page 3                                      Construction
FirstName LastName