December 20, 2004


Ron Sparks
President and Chief Executive Officer
Medical Device Manufacturing, Inc.
200 West 7th Avenue
Collegeville, Pennsylvania 19426-0992

Re:	Medical Device Manufacturing, Inc.
	Amendment No. 2 to Registration Statement on Form S-4
      Filed December 7, 2004
	File No. 333-118675

Dear Mr. Sparks:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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.

General

1. Please file your December 2, 2004 letter to the staff on EDGAR
as
correspondence.

The Transactions - Page 35
2. See prior comment 4. Please revise to quantify each of the
transactions, including the merger, the repurchase of Class C
redeemable preferred stock, the payment of dividends to Class A
and
separately Class C preferred shareholders, and the issuance and
sale
of the old notes. Also clarify the type of consideration paid,
where
applicable.

Contractual Obligations and Commitments - Page 60
3. See prior comments 9 and 11. Please reconcile the amounts
presented in the tables to the amounts presented and disclosed in
your financial statements and notes. Under paragraph 16(b) of SFAS
13, you should disclose aggregate future minimum rental payments
under operating leases. Why does the amount of other long-term
obligations in the December 31, 2003 table of $9,621,000 not agree
to
the amount of other long-term liabilities as of December 31, 2003
shown on page F-3 of $13,314,000? You should reflect all other
long-
term liabilities as reflected on your balance sheet under GAAP.
See
Item 303(a)(5) of Regulation S-K. Also tell us why the table
reflects
the obligation as current (i.e., due in less than one year) while
the
balance sheet reflects the amount as long-term.
4. See prior comment 9. Due to the fact that your December 31,
2003
table excludes purchase obligations that you are not able to
calculate and since your contractual obligations and commitments
have
changed materially due to the Transactions, please revise the
table
as of September 30, 2004 to present all of the specified
categories
of Item 303(a)(5) of Regulation S-K, including the amount of your
other long-term liabilities as reflected on your balance sheet
under
GAAP in the table.

Security Ownership of Certain Beneficial Owners and Management -
Page
88
5. We note your response to comment 14.  Please revise your
disclosures in footnote (4) to the beneficial ownership table to
clarify the relationship between DLJ Merchant Banking Partners
III,
L.P., DLJ Merchant Banking III, L.P., DLJ Merchant Banking III,
Inc.,
Credit Suisse First Boston LLC, and the "related funds" identified
in
that footnote, rather than just stating that DLJ Merchant Banking
Partners III, L.P. and the related funds "form a part of Credit
Suisse First Boston`s Alternative Capital Division."  Please also
disclose, if true, that all investments for DLJ Merchant Banking
Partners III, L.P. and the related funds are made by an investment
committee.  In addition, please disclose the general nature,
composition and structure of that investment committee, including
the
method used to determine membership of the committee.

Medical Device Manufacturing, Inc. - Financial Statements - Page
F-2

Consolidated Statements of Cash Flows - Page F-6
6. It appears that you reflect the sale of the pushed down
redeemable
and convertible preferred stock of parent company in 2003 as a
capital infusion from parent. This presentation is not consistent
with treating these shares as being pushed down in your financial
statements. Please revise or advise.

Note 1. Summary of Significant Accounting Policies - Page F-7
7. See prior comment 16. We note that you have elected, between
two
different balance sheet classification methods, to make no
accounting
entries based upon the initial measurement of compensation,
instead
of reporting the entire amount of measured compensation as
deferred
compensation. As such, please revise to highlight your accounting
method selection in your accounting policies footnote.
8. We note your response to our prior comment 19 and require
additional information.  Your response from the February 14, 2001
letter to comment 81 also contains similar information that only
one
subsidiary has had customer relationships for 20 years or more.
Please supplementally provide a detailed explanation of your
analysis
of the estimate of useful lives of your customer base as requested
in
our prior comment.  It does not appear as though all customers
have a
relationship lasting 20 years or more and as such, the proper
matching of revenues and expenses is not achieved.  With only one
subsidiary having such lengthy relationships, please explain why
this
was chosen for all customer bases acquired.  Please also note that
you should use the average expected life and not the maximum life
of
a single or a few customers.
9. See prior comment 20. For actual returns processed in 2001,
2002,
2003 and 2004, please tell us the total amount processed and then
segregate the returns by the year to which the return relates.
Provide an analysis using this data of your reserve requirements
vs.
your actual reserve balance as of December 31, 2001, 2002, and
2003,
and September 30, 2004. Tell us why this information is not
included
in Schedule II.

Note 5. Goodwill and Other Intangible Assets - Page F-17
10. See prior comment 8. It appears that APB 16 was applicable to
the
acquisition of American Technical Molding, Inc. which occurred in
December 2000. Under APB 16, goodwill represents the excess of the
cost of the acquired company over the sum of amounts assigned to
identifiable assets acquired less liabilities assumed. Therefore,
we
question why you believe it was appropriate to record goodwill
from
this acquisition based upon "a discounted cash flow analysis which
utilized annual sales growth of 10% to 15%." Please revise or
advise.
11. See prior comment 8. Please tell us and disclose the total
amount
of the purchase price and the total amount of the purchase price
allocated to goodwill, developed technology and know-how, and
customer base. Discuss the additional amount allocated to goodwill
in
2001 related the earn-out payment. It should be clear from your
disclosure whether or not you wrote off all of the goodwill and
intangible related to this acquisition. Tell us how you determined
the amount to allocate to the customer base. Also explain how any
assumptions used in the initial measurement that changed in
measuring
the amount of the impairment.
12. See prior comment 8. You should test goodwill for impairment
at
the reporting unit level. You should use the two-step impairment
test
discussed in paragraphs 19 - 22 of SFAS 142 to identify potential
goodwill impairment and measure the amount of a goodwill
impairment
loss to be recognized (if any). Impairment should be based upon
the
excess of the carrying amount of goodwill over its implied fair
value. Your disclosure related to the impairment loss recognized
in
fiscal 2002 discusses goodwill at the acquisition level. In
addition,
the disclosure indicates the goodwill impairment was measured
based
upon a cash flow forecast to determine the value of goodwill.
Please
tell us how your accounting, measurement, and disclosure comply
with
SFAS 142. Provide us with the allocation of your goodwill by
reporting unit as of January 1, 2002 and when the impairment was
measured. Tell us the components of each reporting unit. Explain
to
us in detail, including methods and all significant assumptions,
your
initial measurement of whether or not goodwill was impaired as of
that date upon adoption of SFAS 142, and then later in fiscal 2002
when you determined that you had an impairment of goodwill.
Highlight
the factors that changed between these two dates. In addition,
your
response and disclosure should clearly explain why a decline in
sales
of $3.8 million in fiscal 2002 (2.8% of your fiscal 2001 revenues)
could result in an impairment of $17.5 million in goodwill, $2.2
million in technology and know-how, and $2.0 million in customer
base
and a cash flow forecast reflecting a reduction in forecasted
revenues of 33.7%. We would expect that such a significant
reduction
in revenues would need to be discussed and quantified to the
extent
practicable in MD&A.

Note 8. Stock Grants and Options and Stock Based Plans - Page F-23
13. See prior comment 24. Please revise to disclose, similar to
your
response that (a) dividends do not require declaration by the
Board
of Directors and (b) you accrue compensation expense at the end of
each period. Also disclose the dividend rate/terms for the phantom
stock.
14. See prior comment 24. Explain why you will record the issuance
of
phantom shares for Venusa as an additional cost to acquire the
company and subsequent changes in the phantom stock as
compensation
expense.

Note 10. Capital Stock - Page F-27
15. See prior comment 17. You continue to state that Accellent`s
capital stock is included in your consolidated balance sheets
(i.e.,
that you pushed it down). Your response stated that you had
revised
the financial statements to only reflect the capital transactions
with the parent as a capital contribution. Please revise or
respond
in detail to the questions raised in prior comment 17 to support
the
push down of the parent`s equity. In this regard, tell us and
disclose why a discussion of the significant rights and terms of
the
parent`s equity is relevant in the financial statements of MDMI.
16. See prior comment 25. We note that you now reflect the
beneficial
conversion feature in the financial statements. Based upon your
prior
response, we thought that the beneficial conversion feature was
attributable to the redeemable preferred stock reflected in your
financial statements and not the preferred stock of your parent
that
was not pushed down. Since the beneficial conversion features
related
to shares not reflected in your financial statements, we question
why
it is appropriate to reflect it in your financial statements.
Please
revise or advise.

Note 15, Business Segments - Page F-34
17. We note that you aggregate your three identifiable operating
segments into one reportable segment because you believe the
identified segments meet the aggregation criteria of paragraph 17
of
SFAS 131. We also note that you began to evaluate your business
using
these three identifiable segments after June of 2004. Previously
you
only reviewed consolidated information. As noted in our prior
comment, when looking at similar long-term performance, you should
evaluate both past historical and future estimates using a
reasonable
period of time for each. It appears, based upon your response,
that
the Orthopaedics segment does not currently and has not
historically
had similar economic characteristics. In addition, while you
expect
improved gross margins, when do you actually expect this segment
to
have similar sales and sales trends, gross profit and gross profit
margins, and EBITDA and EBITDA margins? What is you internal
forecast
for this segment? Your evaluation should be based upon company
specific data and not upon another company`s economic information.
Please explain in further detail why you believe that aggregation
of
this segment is appropriate under paragraph 17 of SFAS 131.

Note 16. Commitments and Contingencies - Page F-36
18. See prior comment 27. On page F-36, you disclose that
dividends
are cumulative and due upon conversion into common stock. You also
disclose that to the extent all dividends had been declared a
liability of $18.8 million and $12.8 million would have been
recorded
as of December 31, 2003 and 2002. On page F-28, where you discuss
the
dividend terms, you state that preferred shareholders are only
entitled to dividends when, as, and if declared by the board of
directors. The disclosure on page F-36 appears to state that the
dividends become payable at the rate of 5% of liquidation
valuation
from date of issuance upon conversion. The disclosure on page F-
28,
appears to state that no dividends would be payable since none
have
been declared. Please reconcile. We also note on page F-29 that
any
declared and unpaid dividends are payable upon conversion. Is
there
any requirement for the board of directors to declare dividends?
Please provide us with a representative sample of the terms of
your
dividends for the preferred stock. Why do you refer to paying
accrued
dividends in Note 17? When were the dividends declared and where
are
they reflected in your financial statements? What are MDMI`s
obligations with respect to remitting capital back to the parent
for
the payment of dividends? Is this obligation the basis for the
push
down of these shares in your financial statements?

Unaudited Consolidated Condensed Financial Statements - Page F-44
19. Include details of accounts which have changed significantly
in
amount or composition since the end of the most recently completed
fiscal year. Also disclose events subsequent to the end of the
most
recent fiscal year that have occurred and had a material impact.
See
Item 10-01(a)(5) of Regulation S-X. For instance, address the
increase in your operating lease obligations from $10 million as
of
December 31, 2003 to $23 million as of September 30, 2004 and your
other long-term liabilities which increased from $13,314,000 as of
December 31, 2003 to $29,637,000 as of September 30, 2004.

Note 2. Acquisitions - Page F-48
20. Please tell us the significant components of the acquired
other
current assets of $26,491,000. We note that this amount does not
appear to be reflected in your financial statements as of
September
30, 2004.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      You may contact Heather Tress at (202) 824-5263 or Kate
Tillan
at (202) 942-2861 if you have questions regarding comments on the
financial statements and related matters. Please contact Donald C.
Hunt at (202) 824-5662 or me at (202) 942-7924 with any other
questions.


      Sincerely,



							David Ritenour
							Special Counsel


cc:	Christopher J. Walsh, Esq. (via fax)
	Scott A. Berdan, Esq. (via fax)


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Mr. Ron Sparks
Medical Device Manufacturing, Inc.
December 20, 2004
Page 1