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                            July 14, 2022

       James Tivy
       Chief Financial Officer
       M-tron Industries, Inc.
       2525 Shader Road
       Orlando, FL 32804

                                                        Re: M-tron Industries,
Inc.
                                                            Amendment No. 1 to
Registration Statement on Form 10-12B
                                                            Filed June 29, 2022
                                                            File No. 001-41391

       Dear Mr. Tivy:

              We have reviewed your filing 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments.

       Amendment No. 1 to the Registration Statement on Form 10

       Unaudited Pro Forma Financial Statements, page 37

   1.                                                   We have reviewed your
revisions made in response to our prior comment 5 and note your
                                                        discussion and
disclosures of Management's Adjustments. Please remove the column of
                                                        Management's
Adjustments from the face of the pro forma balance sheet and pro forma
                                                        statements of
operations, as such adjustments are only to be presented in an explanatory
                                                        footnote in accordance
with the format in Rule 11-02(a)(7)(ii)(A) of Regulation S-X.
                                                        Also disclose in the
explanatory footnote whether the pro forma financial information
                                                        reflects all
Management's Adjustments that are, in management's opinion, necessary to
                                                        a fair statement of the
pro forma financial information presented. Refer to Rule 11-
                                                        02(a)(7)(i)(C) of
Regulation S-X.
 James Tivy
M-tron Industries, Inc.
July 14, 2022
Page 2
Business, page 43

2.     We note your response to prior comment eight. Please clarify whether
M-Tron Industries,
       Inc. is an operating company or a holding company. Please more clearly
describe your
       operations and the operations of each of your subsidiaries. Also, please
disclose the legal
       structure of your subsidiaries and consider including an organizational
chart.
Management, page 53

3.     Please revise to briefly discuss the specific experience,
qualifications, attributes or skills
       that led to the conclusion that Messrs. LaPenta and Goldman should serve
as directors of
       your company, in light of your business and structure. Refer to Item
401(e) of Regulation
       S-K.
Revolving Credit Agreement, page F-26

4.     We note that you entered into a loan agreement for a revolving line of
credit. Please file
       such agreement as an exhibit.
        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 Beverly Singleton, Staff Accountant at (202) 551-3328
or Kevin
Stertzel, Staff Accountant at (202) 551-3723 if you have questions regarding
comments on the
financial statements and related matters. Please contact Sherry Haywood, Staff
Attorney at (202)
551-3345 or Asia Timmons-Pierce, Special Counsel at (202) 551-3754 with any
other questions.



                                                              Sincerely,
FirstName LastNameJames Tivy
                                                              Division of
Corporation Finance
Comapany NameM-tron Industries, Inc.
                                                              Office of
Manufacturing
July 14, 2022 Page 2
cc:       Michael L Zuppone
FirstName LastName