August 29, 2005


Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C.  20549

Attention:  Linda Cvrkel

               RE:      Metaldyne Corporation (the "Company")
                        Form 10-K for the fiscal year ended January 2, 2005
                        File No. 001-12068

Ladies and Gentlemen:

     In response to your letter to Metaldyne Corporation (the "Company") dated
July 28, 2005 relating to the above referenced filing the Company files this
letter via EDGAR. Five copies of this letter will be delivered by hand to Jean
Yu for the Staff's convenience. Set forth below are the Staff's comments
contained in your letter and immediately below each comment is the Company's
response with respect thereto. It is the Company's intention to make any
necessary changes in filings beginning with the 2005 10-K once the Staff
completes its review of our responses. Please note that we have incorporated
into our second quarter 10-Q additional discussion as indicated in our response
to the Staff's comment number 3 and 10.

Form 10-K for the fiscal year ended January 2, 2005

Item 2 - Properties, page 17

     1.   Reference is made to the second paragraph on page 18. We note you
          disclose that in connection with disposition of the Livonia Fittings
          business to TriMas, you are subleasing the Livonia, Michigan facility
          to TriMas and remain responsible for payments to the lessor. In this
          regard, tell us how you have considered FIN No. 45 as it appears that
          you remain secondarily liable for the lease payments. Please clarify
          for us and in your notes to the financial statements how your
          accounting treatment with respect to the sublease arrangement complies
          with the guidance as outlined in paragraph 9 of FIN No. 45. Tell us,
          if any, the amount representing the fair value of the liability that
          you recognized within your financial statements as a result of the
          obligation to stand ready to perform and how fair value was
          determined. Also, please revise your notes to the financial statements
          in future filings to include the disclosures as required by paragraph
          13 of the FIN No. 45. If you believe that your obligation under the
          sublease arrangement does not represent a guarantee which should be
          accounted for under FIN No. 45, please explain in detail the basis of
          this conclusion.

     Response: While the Company remains secondarily liable for this subleased
     property, this guarantee is deemed to meet the exception criteria for the
     initial recognition and initial measurement provisions as outlined in
     paragraph 7 of FIN 45. In addition, as the future payment of the lease
     obligation at the date of the sale of the facility to TriMas totaled
     approximately $1.1 million, the Company deemed any amount that would have
     been accrued




     as a guarantee related to this lease obligation to be immaterial.
     Consistent with paragraph 13 of FIN No. 45, our Item 2 - Properties
     disclosure will be modified in our 2005 10-K to indicate that no liability
     has been recognized in the financial statements for this contractual
     obligation as currently identified in the second paragraph on page 18 of
     the Company's 10-K. In addition we will cross-reference this disclosure to
     an expanded disclosure in our lease Note identifying the contractual
     sublease obligations by period for this and any other subleases for which
     the Company is secondarily liable for any property or equipment originally
     leased by the Company and subsequently sublet to another party.



Item 7 - Management's Discussion and Analysis, page 22

   Contractual Cash Obligation, page 43

     2.   We note that your disclosure which indicates that you are contingently
          liable for future products warranty claims and that you provide
          extensive warranties to your customers; however, it does not appear
          that you have provided the disclosures as required by paragraph 14 of
          FIN No. 45. In this regard, please revise future filings to disclose
          your accounting policy and methodology used in determining your
          liability for product warranties and provide a reconciliation of the
          changes in your aggregate product warranty liability for the year.

     Response: Although we face large potential warranty claims to our customers
     for the products we manufacture, we have experienced no significant
     warranty claims in our past and thus have no noteworthy obligations to
     report in our contractual cash table. However, we do recognize that our
     product portfolio has become more complex and the market demands for
     warranty coverage have increased. We will continue to evaluate disclosures
     about our methodology and changes in our warranty obligations if these
     amounts become significant. In future filings beginning with the 2005 10-K,
     we will disclose our policy for accounting for warranties which is
     consistent with SFAS No. 5 as we record warranty liabilities that have
     become both reasonably probable and estimatable.

Quantitative and Qualitative Disclosures about Market Risk, page 48

     3.   Please revise your discussion regarding your exposure to interest rate
          risk and to include all of the disclosures require by Item 305(a) of
          Regulation S-K (e.g. sensitivity analysis).

     Response: The Company will incorporate into the "Liquidity and Capital
     Resources" portion of its Item 7. Management's Discussion and Analysis of
     Financial Condition and Results of Operations information pertaining to its
     exposure to interest rate risk beginning with the second quarter 2005 10-Q.
     Specifically we will include disclosure stating our risk and the objectives
     and strategies utilized to manage this risk. Disclosure will also include
     the weighted average borrowing for the period presented; relative mix of
     floating interest rate and fixed interest rate debt, and the weighted
     average effective interest rate on our respective debt instruments; the
     impact to our financial statements of a hypothetical 25bps adverse movement
     in interest rates.




Consolidated Statements of Cash Flows, page 53

     4.   We note that you recognized a loss on fixed assets of approximately
          $15 million for the fiscal year ended December 28, 2003; however, it
          appears that little, if any, information regarding the loss on fixed
          assets has been provided in your notes or MD&A section of your
          document. In this regards, please tell us and revise the notes to your
          financial statements and MD&A in future filings, where appropriate, to
          discuss in greater detail the facts and circumstances surrounding the
          loss on fixed assets of $15 million and explain where the amount has
          been classified in the statements of operations. Also, if the loss
          recognized was not included as a component of operating profit, revise
          future filings to reflect such losses as a component of operating
          profit. Refer to the requirements of paragraphs 25 and 45 of SFAS No.
          144.

     Response: Responding first to the question as to whether these fixed asset
     losses were included as a component of operating profit. These losses were
     reflected as a component of operating profit as they were an element of the
     cost of goods sold as described in the MD&A discussion in our 2004 10-K
     (page 33 has a discussion of the $15 million loss in 2003 and page 27 has a
     reference to the $12 million decline in fixed asset losses in 2004 from the
     prior year). As such, we believe that the reader of the 2004 10-K has the
     information available within the MD&A discussion to appropriately identify
     where the amount has been classified in the statement of operations.
     Additional disclosure from our 2003 10-K of these fixed asset losses were
     made in our Item 7 MD&A discussion (page 26) and in Note 27 Interim and
     Other Supplemental Financial Data (Unaudited) (page 93).

     Regarding the circumstances that lead to our recognition of the $15 million
     fixed asset losses, we performed an analysis of all of our fixed assets to
     determine if any assets had become impaired or otherwise have become less
     valuable. This additional analysis resulted in the recognition of
     approximately $15 million of fixed assets losses in Q4 of 2003.

     The capital intensive processes of the Company are supported with
     approximately $700 million of net property and equipment at the end of
     fiscal year 2003. The loss of approximately $15 million is approximately 2%
     of the end of the year total net book value. Given the relative size of
     this loss, it was deemed that this did not warrant any discussion beyond
     the acknowledgement of its classification within the financial statements.
     Furthermore, these losses were not related to any single element of the
     business, but alternatively were experienced at various operations. As
     such, there was no additional discussion to provide within the footnotes
     that would be deemed meaningful to the readers of the financial statements
     in evaluating the financial performance or financial condition of the
     Company.


Note 6 - Equity Investments and Receivables in Affiliates, page 60

     5.   Reference is made to the third paragraph on page 61. We note that you
          disclose 924,000 shares of TriMas stock was sold to Masco Corporation
          for $23 per share in November 2004. Please tell us and revise future
          filings to disclose how the value of




     the TriMas stock at $23 per share was determined and why you believe it
     appropriate. We may have further comment upon receipt of your response.

     Response: Because TriMas is not a publicly held corporation, no readily
     available stock price existed. Therefore, at the time of the sale of the
     TriMas stock, the Company's board of directors (including each
     disinterested director) utilized several materials to determine that it was
     receiving a fair price from Masco Corporation. These materials included
     discussions with TriMas operating personnel, review of and quarterly
     financial materials supplied by TriMas personnel, and a value range
     prepared by a third party financial advisor to TriMas, based upon
     comparable market values, that indicated a value range in the low to mid
     twenty dollar per share range. It should be noted that due to the Company's
     and Masco Corporation's pre-transaction significant ownership interest in
     TriMas, the Company and Masco Corporation are both entitled to significant
     confidential financial disclosure and access to TriMas' financial position,
     which includes access to monthly and quarterly financial statement detail.
     Based upon this financial information, the Company believes that the value
     of $23 per share is appropriate as the basis for the sale of the stock to
     Masco Corporation. The Company will incorporate a discussion of the basis
     for the stock price to be included in our 2005 10-K.

Note 6 - Equity Investments and Receivables in Affiliates, page 60

     6.   In future filings, please revise the notes to your financial
          statements to include all of the disclosures required by paragraph 20
          of APB 18 with respect to your various equity investments. These
          disclosures should include the name of each investee and the
          percentage interest held as of each balance sheet date presented.

     Response: The Company disclosed the name and the percentage interest held
     of each of its equity investees in the Liquidity and Capital Resources
     section of Item 7 of the MD&A discussion (page 39) and in Note 6 Equity
     Investments and Receivables in Affiliates (page 61) of the 2004 10-K.
     However, the Company acknowledges that its ownership percentage held by
     investment was not disclosed as of each of the balance sheet dates
     presented. Beginning with the 2005 10-K, the Company will revise its
     disclosures to incorporate the percentage interest held as of each balance
     sheet date.

Note 11 - Long-term Debt, page 65

     7.   We note the disclosure in Note 11 indicating that as a result of the
          2004 credit facility amendment, $1.2 million of the unamortized
          balance related to the 2003 credit facility amendment was expensed in
          2004. Please tell us and clarify in Note 11 why $1.2 million of the
          unamortized debt issuance costs associated with the 2003 amendment
          were expensed in 2004 and explain how you calculated or determined the
          amount that was expensed as a result of the 2004 amendment.

     Response: In 2003 we amended our credit facility and as a result received
     three core benefits which were less restrictive financial covenants, a
     modification in our interest rate, and permission to make our acquisition
     of the New Castle operation. As these benefits were scheduled to last more
     than one year, we capitalized the fees associated with securing this
     amendment and planned to amortize the fees over the expected benefit
     period. However in




     2004 we determined that we needed to amend the credit facility again. As
     this new amendment superseded two of the three core benefits described
     above, we determined that it was necessary to expense two thirds of the
     $1.8 million (or approximately $1.2 million) of the unamortized balance
     related to the 2003 credit facility amendment.

     The remaining one-third unamortized portion related to the 2003 credit
     facility amendment was approximately $0.6 million as of January 2, 2005 and
     will be amortized through December 2009 which represents the termination
     date of the credit agreement. The $1.4 million of expenses related to the
     2004 credit amendment were capitalized in 2004 and will also be amortized
     through December 2009.

     We will incorporate the additional disclosure of the methodology and
     rationale for expensing the 2003 credit amendment fees in fiscal 2004 with
     the 2005 10-K.

Note 14 - Derivative Financial Instruments, page 69

     8.   Reference is made to the last paragraph of your footnote. We note that
          your disclosure indicates that your interest rate protection
          arrangements matured in February 2004 and as a result, you recorded a
          cumulative pre-tax non-cash gain of $6.6 million in your statements of
          operations for the fiscal year ended January 2, 2005. However, we also
          note that prior to their maturity, $6.6 million, net of tax was
          included in accumulated other comprehensive income as shown on your
          statements of shareholders' equity. In this regard, it is unclear why
          the pre-tax and net of tax amounts relating to the interest rate
          protection arrangements are the same. Please clarify and reconcile the
          amounts for us.

     Response: As reported in our 2002 Form 10-K, we incurred a $7.5 million
     pretax non cash loss on certain interest rate arrangements upon early
     retirement of term loans in June 2002. Two interest rate collars and two
     interest rate caps, which contributed $6.6 million of this loss, were
     immediately redesignated to hedge the new term loan entered into in June
     2002. When designated at a hedge, these instruments were under water with a
     negative value of $6.6 million. Upon termination of the hedge in February
     2004, this same $6.6 million came back through the income statement as a
     pre-tax gain on the maturity of the interest rate arrangements.

     As of December 28, 2003, the amount reflected in Accumulated Other
     Comprehensive Income related to these interest rate arrangements totaled
     $6.6 million (credit), including income tax effects. This amount represents
     approximately $3.8 million in mark-to-market adjustments, interest accruals
     of $1.7 million and income tax effects of $1.1 million. The amount related
     to income taxes reflects two components: the income tax effect of the
     change in the accrued liability account related to the fair value of the
     interest rate arrangements at December 28, 2003 of $1.7 million (debit) and
     the deferred tax liability related to the initial $7.5 million loss
     recognized on the 2002 tax return and due to reverse on the 2004 tax return
     of $2.8 million (credit). This deferred tax liability noted above should
     have been classified within liabilities rather than equity on the
     consolidated balance sheet. However the amounts were considered immaterial
     to the financial statements as of that date as the total represented less
     than 1% of net equity and had no impact on the net earnings for the
     Company. Effective




     with the expiration of the arrangements in 2004, the equity and liability
     accounts are properly stated with respect to these items.



Note 15 - Segment Information, page 69

     9.   Since it appears that you allocate income taxes to your segments,
          please revise future filings to include a reconciliation of Adjusted
          EBITDA for your segments to the Company's income or loss before
          cumulative effect of a change in accounting principle. Refer to the
          requirements of paragraph 32b of SFAS No 131.

     Response: While the Company has previously made an allocation of income
     taxes to segments for purposes of providing additional information, segment
     performance is evaluated internally using Adjusted EBITDA. The Company does
     not routinely allocate other income/expense to the reporting segments;
     consequently a reconciliation to segment net income is not practicable on
     an ongoing basis. The Company currently provides a reconciliation of the
     Adjusted EBITDA performance to operating profit for each segment in our
     MD&A in the second quarter 2005 10-Q and reconciles total Company Adjusted
     EBITDA to operating profit in the segment footnote. Because the evaluation
     of our segment operating results is completed at the Adjusted EBITDA level
     by our chief decision maker, we will exclude future disclosure of income
     taxes by segment to alleviate confusion by the reader of the financial
     statements.

Note 16 - Acquisition, page 73

     10.  We note that you completed the transaction with DaimlerChrysler which
          transferred full ownership of the New Castle Machining and Forge
          manufacturing operations to Metaldyne during the first quarter of
          fiscal 2004 and according to your disclosure, you exchange $215
          million in consideration for DaimlerChrysler's interest in the joint
          venture. Further, we note the fair value of the net assets acquired in
          connection with DaimlerChrysler's interest in New Castle approximated
          $168 million. In this regard, please clarify for us and explain in
          your notes to the financial statements the reason(s) for the
          difference between the purchase price amount of $215 million and the
          net assets acquired of $168 million. Also, please explain why the fair
          value of the 10% senior subordinated notes and the Series A-1
          preferred stock had a fair value less than their stated values at
          December 21, 2003. If the securities were valued at less that their
          stated values, please explain why. Additionally, for intangible assets
          subject to amortization, please revise future filings to disclose the
          weighted average amortization period, in total and by major intangible
          asset class.

     Response: As disclosed in Note 16 Acquisitions (pages 73 and 74) in the
     2004 10-K, the Company acquired its ownership of New Castle in a two step
     transaction as set forth in the table below. The consideration provided to
     DaimlerChrysler consisted of $138.8 million in cash, $26.9 million (face
     value of $31.7 million) in 10% senior subordinated notes ("10% notes") and
     $55.3 million (face value of $64.5 million) of preferred stock. An
     additional $5 million related to fees incurred to close the transaction.




     As part of the consideration, DaimlerChrysler was provided with a 10%
     senior subordinated note with a face value of $31.7 million and preferred
     stock with a liquidation value of $64.5 million. The Company determined
     that the fair value of the 10% notes was based upon an estimated yield
     appropriate for the level of risk inherent in the notes. The 10% senior
     subordinated notes feature substantially the same terms and rank pari-passu
     in rights of payments as the Company's 11% senior subordinated notes which
     are registered and are traded from time to time. Based on the available
     information about the prices at which the 11% notes were being traded, the
     Company determined that the required rate of return on the 10% notes to be
     13.1% resulting in a fair value of approximately $26.9 million (note that
     this was the rate of return on the Company's pari-passu debt). This review
     resulted in an estimated current value of approximately $4.8 million below
     the face value for the senior subordinated notes.

     The Company also determined that the fair value of the preferred stock was
     also based upon an estimated yield appropriate to the level of risk
     inherent in the preferred stock. An assessment of the credit worthiness of
     the Company was made as of the valuation date vis-a-vis an analysis of its
     financial ratios. In addition, the Company took into consideration the put
     option provided as part of the issuance of the stock which would allow the
     shares to be "put" back to the Company in the event of an equity offering
     triggering event. The Company determined the appropriate rate of return on
     the preferred stock to be between 15.5% and 15.7% resulting in a fair value
     of approximately $55.3 million.

     The table below summarizes the components of the $226 million consideration
     and then reconciles this amount to the $168 million of Net Assets Acquired

        Breakdown of Transaction:
        Initial investment                                           $20.0
        Cash investment:
        Equipment sale leaseback                                      58.0
        Cash funded from revolving credit facility                    60.8
        10% senior subordinated notes (net of discount
          of $4.8 million)                                            26.9
        Preferred Stock (net of discount of $9.2 million)             55.3
        Fees                                                           5.0
                                                                       ---
          Total Consideration                                       $226.0
                                                                    ======
        Sale leaseback proceeds                                     (58.0)
          Net Assets acquired                                       $168.0
                                                                    ======


     As part of the accounting for the New Castle transaction, the Company
     identified one intangible asset associated with the supply agreement signed
     with DaimlerChrysler. This agreement was valued based upon the future
     economic benefits to be realized by the Company with a remaining useful
     life determined based upon the period over which these economic benefits
     will be realized. The value assigned to the supply agreement totaled $32.9
     million with a remaining useful life of 14 years. Due to the similarities
     of the New Castle




     business to the Company's business, no additional intangible assets were
     identified as part of the transaction.

     The Company disclosed the intangible asset identified in Note 16
     Acquisitions (page 74) in the 2004 10-K. The Company identified this item
     "Intangible assets, customer contracts", but will further clarify our
     disclosure in the 2005 10-K to state "Intangible asset - customer contract"
     to specify the intangible asset identified in the transaction.
     Additionally, the Company disclosed the weighted average life of all
     acquired intangible assets in Note 8 Excess of Cost over Net Assets of
     Acquired Companies and Intangible Assets (page 63) in the 2004 10-K. The
     Company has revised its disclosure in the second quarter 2005 10Q report to
     properly state the weighted average life of the respective intangible
     assets.

     11.  We note during fiscal 2003, you acquired a facility in Greensboro,
          North Carolina from Dana Corporation and in connection with the
          acquisition you also signed a seven year supply agreement with Dana
          covering all existing businesses at Greensboro. Please clarify for us
          whether this agreement was terminated in September 2004 as discussed
          on page 79 of your Form 10-K for the fiscal year ended December 28,
          2003 as it is unclear based on the notes to your consolidated
          financial statements for the fiscal year ended January 2, 2005. If the
          agreement was terminated, tell us and revise future filings to
          discuss, where appropriate, the effect the terminated agreement had on
          the Company's financial statements and future results of operations to
          the extent the material. Also, tell us and clarify in the notes to
          your financial statements whether any portion of the purchase price
          for the Greensboro facility was allocated to the supply arrangement
          with Dana. If not, please explain why.

     Response: In connection with the purchase of certain assets to produce
     differential gears, the Company and Dana entered into a multi-year Supply
     Agreement for Differential Gears (the "Differential Gear Supply Agreement")
     dated May 15, 2003.

     On September 10, 2004, the Company provided notice to Dana of our intent to
     terminate the Differential Gear Supply Agreement dated May 15, 2003, as a
     result of Dana's breach of certain payment terms under that agreement. On
     November 12, 2004, the Company and Dana entered into a letter agreement,
     which satisfactorily resolved certain open commercial matters related to
     parts the Company supplies to Dana under the Differential Gear Supply
     Agreement. In connection with the November 12, 2004 commercial resolution
     between the Company and Dana, the Company provided notice on November 24,
     2004 that it rescinded its notice of termination sent to Dana on September
     10, 2004.

     As part of the Company's valuation of the Greensboro facility, it was
     determined that due to a lack of generating profits, any intangible assets
     identified were deemed to have a minor value to the Company. Therefore no
     value was allocated to any identified intangible assets. The Company will
     revise the 2005 10-K to provide clarification pertaining to the supply
     agreement signed with Dana.

     12.  Please explain in further detail why "unamortized accretion" relative
          to the 10% senior subordinated notes resulted in recognition of $33.6
          million of goodwill for tax




     purposes versus the $28.8 million of goodwill recognized for book purposes.
     As part of your response, please explain why there was unamortized
     accretion associated with the notes issued.

     Response: Please see the Company's response to item 10 for the
     determination of the fair value of the 10% senior subordinated notes and
     the preferred stock issued. To properly account for the difference between
     the fair value and face value of the 10% senior subordinated notes, the
     Company recorded an "unamortized accretion" amount to be ratably recognized
     over the life of the debt instruments in accordance with the interest
     method. The accretion is recognized as a component of interest expense and
     is reflected separately on the Statement of Cash Flows.

     In determining the tax basis of the New Castle transaction, the $4.8
     million discount recorded on the 10% senior subordinated notes is not an
     allowable adjustment to arrive at the tax basis fair value of the
     transaction. Thus the tax basis fair value of the New Castle transaction
     exceeds the book basis fair value resulting in residual goodwill for tax
     purposes.

Note 20 - Supplementary Cash Flow Information, page 77

     13.  Please tell us and clarify in the notes to your financial statements
          in future filings, why asset impairment losses associated with your
          Bedford Heights, Ohio and Rome, Georgia manufacturing facilities were
          recognized during both 2003 and 2004. Your response and your revised
          disclosures should explain how both the $4.9 million asset impairment
          charge recognized during 2003 and the $7.6 million charge recognized
          in 2004 were calculated or determined. Your response should also
          explain why the $4.9 million charge recognized during 2003 was not
          recognized until the fourth quarter of that fiscal period.

     Response: The asset impairment losses recorded in Q4 2003 and Q1 2004
     actually represent two different events. In late 2003, the Company
     determined that it planned to discontinue the use of these two plants,
     either through shutdown or outright sale of the facilities. As such, the
     Company performed an impairment analysis of these assets and determined
     that a $4.9 million impairment charge was necessary. It should be noted
     that we prepared this impairment valuation in prior years. However due to
     the deteriorating financial performance of these two facilities, the
     decision was made in Q4 of 2003 to either close or sell these facilities.

     In early 2004, the Company was able to identify a buyer of these two
     facilities and obtained the necessary approval from its board of directors.
     Based upon the final agreed upon purchase price for these two plants, an
     additional $7.6 million charge was recognized as a loss on disposition of
     these two facilities. This additional charge consisted of the reacquisition
     and write-off of previously leased equipment used in both plants and the
     related deferred loss on sale leasebacks. Due to the approved sale, the
     equipment was required to be repurchased as part of our lease agreement.
     These assets were then evaluated as to transferability to other Metaldyne
     locations. Those assets not transferred were written off as part of the
     sale of the two facilities. Due to the timing of the final sale approval in
     Q1 of 2004, the recognition of the loss associated with these assets was
     not realized until the final purchase agreement was executed.




     The Company disclosed in Item 7 MD&A (page 28) in the 2004 10-K the basis
     for both of the $4.9 million asset impairment charge and the $7.6 million
     loss on disposition of manufacturing facilities. Additional reference was
     made to these charges in Note 18 Disposition of Businesses, Note 20
     Supplementary Cash Flow Information and Note 26 Interim and Other
     Supplemental Financial Data (Unaudited). The Company will revise its
     disclosure of Note 17 Asset Impairments and Restructuring Related
     Integration Actions to incorporate the clarification of the methodology and
     rationale for the asset impairment charge of $4.9 million in the 2005 10-K
     report. However, we believe that the disclosure in Note 18 Disposition of
     Businesses (page 76) in the 2004 10-K adequately discusses the rationale
     and calculation of the loss on disposition of the Bedford Heights and Rome
     plants.

Note 23 - Income Taxes, page 80

     14.  The amount of deferred and refundable income taxes at December 31,
          2004 of $18,470 as reflected in your consolidated balance sheet does
          not agree to the amount disclosed in Note 23 of $12,920. In future
          filings please reconcile and revise these disclosures.

     Response: The difference reflected between the deferred and refundable
     income tax assets in the consolidated balance sheet and Note 23 Income
     Taxes (page 81) represents the refundable portion of income taxes due to
     the Company. The Company will reconcile and revise its disclosure of the
     respective tax components with its 2005 10-K report.

Note 26 - Interim and Other Supplemental Financial Data (Unaudited), page 87

     15.  Please explain why the $15 million fixed asset disposal loss and the
          $20.7 million of equity in losses of affiliates were not recognized
          until the fourth quarter of fiscal 2003.

     Response: Please see the Company's response to Comment 4 for a discussion
     on the timing of the recognition of the $15 million fixed asset disposal
     losses. The $20.7 million equity in loss of affiliates arose due to our
     equity investments in TriMas Corporation and Saturn Corporation. In the
     fourth quarter of 2003, TriMas recognized a net loss of approximately $32.8
     million and Saturn Corporation recognized a net loss of approximately $33.0
     million both resulting from impairment charges related to intangible
     assets. Our procedure/policy is to recognize our ownership percentage of
     net income or loss for our affiliates in the same quarter as our affiliates
     recognize their net income or loss.

Schedule II - Valuation and Qualifying Accounts, page 108

     16.  Please revise future filings to include inventory valuation and other
          qualifying valuation account(s) using the format prescribed in Rule
          12-09 of Regulation S-X for each of the periods presented in your
          financial statements. Refer to Rule 5-04 of Regulation S-X.

     Response: The Company produces components for the automotive industry built
     to customer specifications. Our inventory build is based specifically upon
     customer forecasts; therefore




     we are not required to maintain large inventory reserves for possible
     obsolescence. We currently record provisions to reduce our inventory
     balances to a lower of cost or market basis. We therefore would not report
     these amounts as valuation accounts because the inventory is reflected on a
     cost basis.

     The Company will continue to evaluate all reserves recorded in light of the
     requirements of Rule 5-04 and 12-09. If we can identify the distinction
     between such requirements and the valuation accounts recorded to reflect
     the inventory on a cost basis, we will include these valuation amounts with
     our Schedule II disclosure beginning with our 2005 10-K.

     We believe that this has been responsive to your request for information.
We would be pleased to assist you in any further way that you might require in
connection with your review. You many contact me directly at 734-354-4029.

                                            Very truly yours,


                                            /s/ Jeffrey M. Stafeil
                                            -------------------------------
                                            Jeffrey M. Stafeil
                                            Executive Vice President and
                                            Chief Financial Officer

BY HAND & VIA EDGAR
Cc:      Timothy D. Leuliette
         Jonathan A. Schaffzin, Esq.
         Douglas S. Horowitz, Esq.
         Thomas M. Dono, Jr., Esq.
         Jean Yu