AMES TRUE TEMPER, INC. 465 Railroad Avenue Camp Hill, Pennsylvania 17011 October 19, 2004 VIA EDGAR - --------- Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: Nicholas Panos S. Richard Lee Re: Ames True Temper, Inc. Registration Statement No. 333-118086 ------------------------------------------------------------ Dear Messrs. Panos and Lee: Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests that the effective date for the above-referenced Registration Statement on Form S-4 be accelerated so that it will be declared effective at 4:30 p.m. on October 21, 2004, or as soon as practicable thereafter. Notwithstanding the foregoing, the Registrant acknowledges that: o should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; o the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and o the Registrant may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please notify Elisabeth Neuberg of Schulte Roth & Zabel LLP, counsel to the undersigned, at (212) 756-2140 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request. AMES TRUE TEMPER, INC. By: /s/ Eric Aumen ----------------------------------- Name: Eric Aumen Title: SEC Reporting Manager
