Mail Stop 6010

								September 26, 2005

Via U.S. Mail and Facsimile

Mr. Richard J. Wehrle
Vice President and Corporate Controller
Alamo Group Inc.
1502 East Walnut
Seguin, Texas 78155

Re:	Alamo Group Inc.
	Form 10-K for Fiscal Year Ended December 31, 2004
      Filed March 11, 2005
	File No. 001-13854

Dear Mr. Wehrle:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document 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 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 December 31, 2004

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 14

Results of Operations, page 15

1. In future filings, where changes in financial statement line
items
are the result of several factors each significant factor should
be
separately quantified and discussed.  For example, you say that
sales
increased due to various price and volume factors, including
"higher
prices for cattle and other agricultural commodities", "increased
order rates...particularly in [the] Rhino and Schulte product
lines,"
and European sales increased as a result of "aggressive marketing
initiatives, cross selling related products...and internal sales
growth" and "the strength of the exchange rate of the British
Pound
and the Euro compared to the U.S. dollar further aided the results
of
the Company`s foreign operations."  Additionally, we see that
gross
margins increased "mainly from higher sales levels and improved
operational efficiencies...offset by ongoing increases in steel
prices and fuel costs."  However, you do not quantify the impact
of
each of these factors.  Apply throughout MD&A.  Refer to SEC
Release
Nos. 33-8350, 34-48960, and FR-72.

Note 10. Stock Options, page 43

2. Please revise your disclosures in future filings to include all
the disclosures required by SFAS 123.  These disclosures should
include:
* the weighted-average exercise price of options granted,
exercised,
cancelled, outstanding at the beginning and end of the year, and
exercisable at the end of the year;
* the weighted-average grant-date fair value of options granted
during the year; and
* for options outstanding at the date of the latest statement of
financial position presented, the range of exercise prices (as
well
as the weighted-average exercise price) and the weighted-average
remaining contractual life.  For each range, include the number,
weighted-average exercise price, and weighted-average remaining
contractual life of options outstanding and the number and
weighted-
average exercise price of options currently exercisable.


Form 10-Q for the Quarterly Period Ended June 30, 2005

Item 4. Controls and Procedures, page 19

3. In light of the fact that significant control deficiencies
existed
at Rousseau Holdings, tell us in reasonable detail the basis for
the
officers` conclusions that the company`s disclosure controls and
procedures were nonetheless effective as of the end of the period
covered by the report.  Additionally, please tell us whether the
control deficiencies are a material weakness.

4. In this regard, also tell us the specific steps that the
company
has taken, if any, to remediate the control deficiencies.


       As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  When sending supplemental
information regarding this filing, please include the following
ZIP+4
code in our address: 20549-6010.  Please understand that we may
have
additional comments after reviewing your amendment and responses
to
our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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 Lynn Dicker at (202) 551-3616 or me at (202)
551-3676 if you have questions regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Martin James, Senior Assistant Chief Accountant, at (202)
551-3671.


      Sincerely,



Brian Cascio
Accounting Branch Chief


??

??

??

??

Mr. Richard J. Wehrle
Alamo Group Inc.
September 26, 2005
Page 2