Mail Stop 3561

February 3, 2006

John A. Martell
President and Chief Executive Officer
MISCOR Group, Ltd.
1125 South Walnut Street
South Bend, Indiana 46619

Re: 	MISCOR Group, Ltd.
Amendment No. 2 to Form S-1
Filed January 25, 2006
File No. 333-129354

Dear Mr. Martell:

      We have reviewed your amended registration statement and
your
response letter filed January 25, 2006, and we have the following
legal comments.  We will provide you with any comments regarding
the
financial statements and accounting disclosure shortly.  Please
amend
the registration statement 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.

Table of Contents, page i

1. We note your revisions in response to prior comment 1.  Please
remove the two paragraphs following the table of contents since
the
prospectus summary must immediately follow the inside front cover
of
the prospectus.

Principal and Selling Shareholders, page 18

2. We note your response to prior comment 3 and your disclosure on
page 18 that Strasbourger and Vertical Capital are registered
broker
dealers and that you "agreed to issue warrants to Strasbourger and
Vertical Capital Partners as partial compensation for their
services,
and to include the common stock issuable upon exercise of the
warrants in this prospectus for resale."  This disclosure
indicates
that you should revise the Plan of Distribution to disclose
clearly
that Strasbourger and Vertical Capital are underwriters with
respect
to the shares that they and their designees are offering for
resale.
Please revise accordingly or provide us an explanation in your
response letter why you believe they are not underwriters, with
sufficient factual and legal analysis for us to evaluate your
view.

*   *   *   *   *


      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 response
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Please submit
the
response letter on EDGAR as correspondence.  Detailed response
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 Inessa Berenbaum, Staff Accountant, at (202)
551-3371 or Kyle Moffatt, Accounting Branch Chief, at (202) 551-
3836
if you have questions regarding prior comments on the financial
statements and related matters.  Please contact Daniel Zimmerman,
Staff Attorney, at (202) 551-3367 or me at (202) 551-3810 with any
other questions.


Sincerely,



Michele Anderson
Legal Branch Chief

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John A. Martell, President and Chief Executive Officer
MISCOR Group, Ltd.
February 3, 2006
Page 2