Mail Stop 3561

      June 1, 2005

Mr. Michael C. Azar, President
Oakmont Acquisition Corp.
33 Bloomfiled Hills Parkway
Suite 240
Bloomfield Hills, Michigan 48304

      Re:	Oakmont Acquisition Corp.
		Registration Statement on Form S-1
      Filed May 4,  2005
      File No. 333-124621

Dear Mr. Azar:

      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 furnish supplementally a statement as to whether or not
the
amount of compensation to be allowed or paid to the underwriters
has
been cleared with the NASD.  Prior to the effectiveness of this
registration statement, the staff requests that we be provided
with a
copy of the letter informing that the NASD has no objections.
2. Prior to effectiveness of this registration statement, please
confirm supplementally that you have resolved any outstanding
state
regulatory agency comments and that you have received clearance
from
all states where you have applied to have the securities
registered
for sale.
3. We note that your initial business combination must be with a
business with a fair market value of at least 80% of your net
assets
at the time of acquisition.  Please clarify throughout that there
is
no limitation on your ability to raise funds privately or through
loans that would allow you to acquire a company with a fair market
value in any amount greater than 80% of your net assets at the
time
of acquisition.  Disclose as well whether any such financing
arrangements have been entered into or contemplated with any third
parties to raise such additional funds.
4. We note your disclosure concerning the ability of the company
to
enter into multiple combination transactions while still meeting
the
80% of net assets test.  Please provide additional disclosure to
discuss the special issues and concerns that would arise in
attempting to consummate the acquisition of several operating
businesses at the same time.
5. Provide disclosure in a prominent place in the prospectus
detailing the various fees, reimbursements and other cash flows
being
paid to the existing stockholders and/or officers and directors,
as
well as the representative in this offering.  We may have further
comment.
6. We note the structure of this offering and its similarity to
numerous other blank check offerings underwritten on a firm
commitment basis that recently have been registered with the
Commission.  Supplementally identify for us the names of the
companies that have registered or are seeking to register blank
check
offerings underwritten on a firm commitment basis in which the
principals, officers, directors, affiliates or counsel involved in
this offering have been involved; the Securities Act form the
identified registrants filed on; if applicable, the date of
effectiveness; and, the status of the offerings thus far.  In this
regard, tell us the amount escrowed to date and whether the blank
checks have engaged in the desired business combination outlined
in
the prospectus.  To assist us in this regard, please present the
information in a tabular format.  We may have further comment.
7. We note your disclosure on the prospectus cover page and
elsewhere
disclosing the current state of considerations and discussions
concerning a business combination involving the company.  Please
expand such disclosure to address whether or not the company has
identified or been provided with the identity of, or had any
direct
or indirect contact with, potential acquisition candidates.  In
addition, if management, the directors, or any affiliate, agent or
other representative of any of the company, directors, or
management
has already taken direct or indirect measures to locate a target
business, or unaffiliated sources have approached you with
possible
candidates, you must disclose this information or advise us
supplementally.  Please note that we are not asking simply whether
a
potential business combination candidate has been "selected," but
are
looking more to the type, nature and results to date of any and
all
diligence, discussions, negotiations and/or other similar
activities
undertaken, whether directly by the company or an affiliate
thereof,
or by an unrelated third party, with respect to one or more
specific
business combination transactions involving the company, or merely
general considerations as to the company and a business
combination
transaction.  In providing such disclosure, please make every
effort
to be complete and thorough in your discussion to ensure that all
possible persons or entities, activities and circumstances for
which
we are seeking disclosure are covered by such disclosure.  Please
note that the inclusion of incomplete, qualified, or limited
disclosure is likely to result in additional comment.  Please see
Instruction 6 to Item 504 of Regulation S-K.

Prospectus Summary
8. Please delete the reference to "incorporated by reference in
this
prospectus".  There is no provision for incorporation of
disclosure
by reference into an S-1 prospectus.
9. Clarify that the "Current Report on Form 8-K. . ." will be
filed
with the Securities & Exchange Commission and whether it will be
distributed to unit holders.

Risk Factors, page 6
10. Add a risk factor to disclose that the company intends to
reimburse its initial security holders, including its officers and
directors, for out-of-pocket expenses incurred by them on behalf
of
the company, and that there is no limit on the amount of such
expenses reimbursed by the company.
11. The risk in the second risk factor is not clear.  It appears
to
duplicate the third, which appears to better state the nature of
the
risk to an investor in the event an acquisition is not made in the
required time-frame.
12. Please delete risk factor five which is generic and applies to
all businesses.
13. Please identify the members of management that you expect to
remain associated with the company following a business
combination
as stated in risk factor nine.  In addition, please clarify what
is
meant by "associated."
14. Affirmatively state in risk factor 11 whether any of your
officers, directors, or affiliates of the same have ever been
associated with blank check companies.  In addition, reconcile
risk
factor 11 with risk factor 13, which indicates that members of
management have been affiliated with blank check companies.

15. The 17th and 18th risk factors do not appear to represent
material risks and/or duplicate others; the 19th is not clear.  We
suggest they be deleted.
16. The risk in the 27th is not clear.
17. Please add a separate risk factor to address the number of
"blank
check firm commitment" offerings currently in the market place,
disclose the number of such transactions which have found business
combination candidates and have consummated such transactions,
respectively, and the impact competition by such entities could
have
on your ability to locate a target and successfully complete a
business combination.  In addition, please address the aggregate
amount of offering proceeds that currently sit in escrow.

Use of Proceeds, page 15
18. Please clarify whether the funds not held in trust could be
used
as a down payment or a lockup in a proposed business combination.
To
the extent they can, explain how ongoing expenses will be
satisfied
and include appropriate line item disclosure in this section
identifying such use.  In addition, to the extent the funds not
held
in trust could be used for such purpose, the summary and risk
factor
disclosure should make clear that in the event of a breach by the
company, these funds would be forfeited, the company would no
longer
be able to conduct due diligence or other similar operations
without
additional financing, and that without additional financing,
investors could lose their entire investment from the outset since
the company would no longer have funds with which to conduct its
search.
19. Please note the type-size of footnotes under this caption, and
elsewhere in the prospectus, must be the same legibility as the
body
of the document; see Rule 420(a) of Regulation C.

Proposed Business, page 21
20. "Industrial manufacturing" and "distribution companies"
represent
two distinct industries.  Please discuss them separately and in
the
order of their priority to your acquisition strategy.
21. Elaborate here, in the Summary and elsewhere, as appropriate,
on
your discussion of the desired attributes as to acquisition
candidates to specifically discuss the attributes and criteria to
be
focused upon by the company as well as the rationale and logic
behind
the attributes and criteria selected (e.g., desired and/or
required
ranges of annual revenues, EBITDA, net income, etc.).
22. In the paragraph under the heading "We have not identified a
target business," and elsewhere in the prospectus as appropriate,
expand your discussion concerning potential business combination
candidates to specify for each identified segment, the number of
segment participants that qualify as potential combination
candidates
given the company`s established criteria, and identify such
candidates by name and provide relevant information (both
financial
and narrative) concerning such entities.  We may have further
comment.
23. In the paragraph under the heading "Sources of a target
businesses," we note the disclosure that the company will not pay
any
finders or consulting fees to the existing stockholders or
officers
or directors of the company.  Please expand this disclosure, if
accurate, to affirmatively confirm that the existing stockholders
and
officers and directors will receive no finders fees, consulting
fees,
or any similar type fees from any person or entity in connection
with
any business combination involving the company or an affiliate
thereof.
24. Under the heading "Selection of a target business and
structuring
a business combination," please address any known or contemplated
tax
consequences to the company or investors in this offering should
you
consummate a business combination.

Management, page 29
25. Please include KrisLee & Associates under Mr. Skadalaris`s
business description and disclose the business of this entity.

Underwriting, page 40
26. Tell us whether the representative or any members of the
underwriting syndicate will engage in any electronic offer, sale
or
distribution of the shares and describe their procedures to us
supplementally.  If you become aware of any additional members of
the
underwriting syndicate that may engage in electronic offers, sales
or
distributions after you respond to this comment, promptly
supplement
your response to identify those members and provide us with a
description of their procedures.  Briefly describe any electronic
distribution in the filing, and confirm, if true, that the
procedures
you will follow with respect to any electronic distribution will
be
consistent with those previously described to and cleared by the
Office of Chief Counsel.
27. Tell us whether you or the underwriters have any arrangements
with a third party to host or access your preliminary prospectus
on
the Internet.  If so, identify the party and the website, describe
the material terms of your agreement, and provide us with a copy
of
any written agreement.  Provide us also with copies of all
information concerning your company or prospectus that has
appeared
on their website.  Again, if you subsequently enter into any such
arrangements, promptly supplement your response.
28. If the company or the underwriters intend to engage a directed
share program in conjunction with this offering, please describe
to
us the mechanics of how and when these shares were or will be
offered
and sold to investors in the directed share program for this
offering.  For example, tell us how the prospective recipients and
number of reserved shares is determined.  Tell us how and when the
company and underwriter notified or will notify the directed share
investors, including the types of communications used.  Discuss
the
procedures these investors must follow in order to purchase the
offered securities, including how and when any communications are
sent or received or funds are received by the underwriters or you.
How do the procedures for the directed share program differ from
the
procedures for the general offering to the public?  Provide us
with
copies of all written communications with prospective purchasers
about the directed share program.
29. Section 6.2 of the underwriting agreement appears to allow
less
than all of the shares to be offered in the event of a default by
an
underwriter of more than 10%.  The agreement gives the right, but
not
the obligation, to terminate the agreement. It is therefore, in
our
judgment, not a firm commitment arrangement. Please revise the
agreement or the prospectus.

Financial Statements

Note 2. Proposed Public Offering, F-8
30. Please expand your disclosure to include a discussion of the
purchase option granted to Morgan Joseph & Co., the representative
of
the underwriters.  Please include a description of the purchase
option and the consideration received as disclosed on page 41.

Note 4. Commitment, F-8
31. Please disclose in a note to the financial statements the
following commitments which are disclosed in other areas of your
prospectus:

* The commitment to pay fees of 7% of the gross offering proceeds
to
Morgan Joseph & Co. at the closing of the offering as disclosed on
page 15;

* The commitment by the chief executive officer and president that
they or their affiliates will purchase within the first forty days
after the warrants have traded separately up to 1,600,000 warrants
as
disclosed on page 33.








Part II

Exhibits

32. We note that the opinion and consent of counsel remain to be
filed by amendment.

Closing Statements

      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.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* 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;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Angela Halac at (202) 551-3398 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact William Bennett at (202) 551-3389 with
any
other questions.


      Sincerely,



      John Reynolds
      Assistant Director

cc:	Joel L. Rubinstein, Esq.
	Fax: (212) 547-5444