February 2, 2006
Andrew G. Lampereur
Executive Vice President and Chief Financial Officer
Actuant Corporation
6100 North Baker Road
Milwaukee, Wisconsin  53201

	Re:	Actuant Corporation
		Form 10-K for the Fiscal Year Ended August 31, 2005
		Filed November 10, 2005
		Form 10-Q for the Fiscal Quarter Ended November 30, 2005
		File No. 1-10905

Dear Mr. Lampereur:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review  to
other
portions of your documents.  Where indicated, we think you should
revise your document or revise in future filings 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 information so we may
better understand your disclosure.  After reviewing this
information,
we may 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.

Form 10-K for the Fiscal Year Ended August 31, 2005

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 13
Results of Operations, page 13

1. We note your discussion of the significant decline in your RV
market included in your Forms 10-Q and 10-K for the fiscal year
2005
and your Form 10-Q for the fiscal quarter ended November 30, 2005.
Please advise us about the major events and circumstances which
have
adversely impacted your RV business over the last 5 quarters.
Also,
please elaborate on the OEMs` efforts to reduce excess inventory,
and
clarify for us the period that you first became aware that the
OEMs`
had an excess inventory problem.  Please clarify for us whether
your
RV business generated operating losses and/or cash flow deficits
in
fiscal 2005 and in the quarter ended November 30, 2005. Finally,
please tell us the carrying value of assets in your RV business
(including any goodwill) and discuss whether there is a material
uncertainty over the recoverability of these assets. It appears
that
the disclosures in future filings could be enhanced to more fully
communicate the specific business, economic and competitive
factors
that have materially impacted the operating results of your RV
business.

2. We note on page 15 you state that gross profit margin for your
Tools & Supplies segment decreased due to product buybacks within
the
electrical business for two major retail home center customers.
Please tell us more about the product buybacks and how you
accounted
for such transactions.  Please also tell us the authoritative
literature supporting your accounting.  Finally, tell us the value
of
the buybacks and how you originally accounted for the sale of the
products related to the buybacks.

Liquidity and Capital Resources, page 21

3. We note that accounts receivable, net is 13.2% and inventory is
13.6% of your total assets as of August 31, 2005 and is also
material
to liquidity.  As such, in future filings, please include an
analysis
of days sales outstanding and inventory turnover rates,
respectively,
for each period presented and explain any material variances.
Refer
to instruction 5 to Item 303(A) of Regulation S-K for guidance.

4. In future filings, please disclose in a footnote to your
contractual obligations table that you have not included interest
payments in the long-term debt obligation payment amounts.

Note 2.  Acquisitions, page 37

5. We note that you purchased Hydratight Sweeney on May 17, 2005
for
$94.4 million.  Please provide us with your calculations of the
significance tests in Article 3-05 of Regulation S-X for your
acquisition of Hydratight Sweeney.

6. We note that you completed the acquisition of Key Components,
Inc.
on December 27, 2004.  We further note that you have allocated a
portion of the purchase price to patents, customer lists and
tradenames.  Based on the Stock Purchase Agreement filed as an
exhibit to your Form 8-K/A filed December 16, 2004 and Key
Components, Inc.`s historical financial statements filed as an
exhibit to your Form 8-K/A filed on January 4, 2005, it appears
that
you may have acquired additional intangible assets from this
acquisition.  Such additional identifiable intangible assets
appear
to be licensing agreements, non-compete agreements and trade
secrets
and other technical

information.  Please provide us with copies of the independent
appraisal reports used to determine the fair value of your
intangible
assets when you allocated the purchase price for the Key
Components,
Inc. acquisition.  Also, please tell us why you have not included
a
fair value for licensing agreements, non-compete agreements or
trade
secrets and other technical information.  Please refer to
paragraphs
39 and A14-A28 of SFAS 142 for guidance.

Note 3.  Accounts Receivable Securitization, page 40

7. In future filings, please include disclosure for the key
assumptions you are using in estimating the fair value of your
retained interest in the trade accounts receivable subject to the
securitization program, such as allowance for doubtful accounts.
Refer to paragraph 17.f.(3) of SFAS 140 for guidance.

Note 5.  Debt, page 42

8. Your $150 million 2% Convertible Notes due 2023 were registered
with us on Form S-3, and are guaranteed by certain of your
domestic
subsidiaries. Please clarify for us whether the disclosures
outlined
in Article 3-10 of Regulation S-X are applicable.

Note 13.  Business Segment, Geographic and Customer Information,
page
57

9. We note that you acquired Key Components, Inc. on December 27,
2004, which reported two operating segments, mechanical engineered
components and electrical components, in its historical financial
statements.  Furthermore, from your disclosure in MD&A for the
tools
& supplies segment, industrial tools (i.e., hydraulics) sales
growth
increased whereas electrical sales declined.  In addition, the
engineered solutions segment appears to experience differing gross
profit margins and trends for RVs and trucks.  As such, it is not
clear how you determined that you only have two operating segments
and two reportable segments. As such, please provide us with
copies
of all the different types of reports reviewed by your CODM on a
regular basis (e.g., daily, weekly, monthly, quarterly, annually,
etc.). See the guidance in paragraph 10 of SFAS 131.

Form 10-Q for the quarter ended November 30, 2005

Exhibits 31.1 and 31.2

10. In future filings, please ensure the language included in your
certifications required under section 302 of the Sarbanes-Oxley
Act
conform to the language per Release No. 33-8238, specifically the
phrase, "(the registrant`s fourth fiscal quarter in the case of an
annual report)," in item 4.d.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please file
your
response letter on EDGAR. Please understand that we may have
additional comments after reviewing your responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating 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 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Tracey Houser, Staff Accountant, at (202)
551-
3736, or in her absence, Al Pavot at (202) 551-3738 or me at (202)
551-3255, if you have questions regarding comments on the
financial
statements and related matters.

Sincerely,




Nili Shah
Accounting Branch Chief
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Andrew G. Lampereur
Actuant Corporation
February 2, 2006
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE