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May 3, 2019

Division of Corporation Finance

Office of Manufacturing and Construction

U.S. Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

Attention:

Mindy Hooker

Kevin Stertzel

Sherry Haywood

Jay Ingram

Re:

Mayville Engineering Company, Inc.

Amendment No. 1 to Form S-1

Filed April 29, 2019

File No. 333-230840

Ladies and Gentlemen:

On behalf of our client, Mayville Engineering Company, Inc. (the “Company” or “MEC”), set forth below is the response of the Company to the comment of the Staff (the “Staff”) of the Securities and Exchange Commission set forth in the Staff’s letter, dated May 1, 2019, with respect to the above referenced Amendment No. 1 to Form S-1 (the “Registration Statement”). We are concurrently filing via EDGAR this letter and an Amendment No. 2 to the Registration Statement. The numbered item set forth below repeats (in bold italics) the comment of the Staff reflected in the Staff’s comment letter, and following such comment is the response of the Company (in regular type).

Form S-1/A filed April 29, 2019

Dilution, page 43

Please revise your dilution calculation and related disclosures to quantify the following: net tangible book value prior to the offering, the change in the net tangible book value per share attributable to the offering, and the amount of immediate dilution as a result of the offering. Please reference Item 506 of Regulation S-K for guidance.

Response: In response to the Staff’s comment, the Company has revised this disclosure in Amendment No. 2 to the Registration Statement.

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