Mail Stop 6010

								March 20, 2006

Via U.S. Mail and Facsimile

Mr. James E. Brenn
Senior Vice President and Chief Financial Officer
Briggs & Stratton Corporation
12301 West Wirth Street
Wauwatosa, WI 53222

Re:	Briggs & Stratton Corporation
	Form 10-K for the Fiscal Year Ended July 3, 2005
      Filed September 16, 2005
	File No. 001-01370

Dear Mr. Brenn:

      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 as of July 3, 2005

Item 8. Financial Statements and Supplementary Data, page 18

Note (3) Acquisitions, page 27

1. We note your acquisition of Simplicity Manufacturing, Inc. on
July
7, 2004 and that $103 million of the purchase price was allocated
to
goodwill.  Please disclose in future filings the valuation
methodologies and significant assumptions used to allocate the
purchase price to the acquired assets and liabilities, including
goodwill and intangible assets.  In addition, please also disclose
the factors that contributed to a purchase price resulting in the
recognition of goodwill as required by paragraph 51.b. of SFAS
141.

2. We note your acquisition of certain assets of Murray and the
transition supply agreement for $122.7 million.  In connection
with
that transaction we also see that you recorded negative goodwill
of
$19.8 million.  Please tell us how you determined that the
acquisition of the Murray assets was an acquisition of a business
as
defined in EITF Issue 98-3 and SFAS 141, as opposed to an
acquisition
of assets.  Please be detailed and specific in supporting your
conclusion and the underlying accounting.

Note (4) Goodwill and Other Intangible Assets, page 29

3. We note that you attribute the allocations to other intangible
assets to independent valuations.  Since you attribute the
valuations
to experts, you should identify the experts and present their
consents in any registration statement incorporating your Form 10-
K.
Alternatively, in future filings, you should delete the reference
to
the valuation experts and present disclosure specifically
describing
valuation methods and significant assumptions actually applied in
valuing individually material amounts.  We will not object if you
disclose in future filings, if true, that you considered factors
including independent valuations, as long as there is disclosure
about the valuation methods and assumptions and disclosure that
management is responsible for the amounts recorded for those
assets.

4. We note that you recorded indefinite-lived intangible assets
for
trademarks/brand names of $67 million related to the Simplicity
acquisition.  Explain to us why you believe that these intangible
assets have indefinite lives in accordance with paragraph 11 of
SFAS
142.  Please be specific in your response.





Note (14) Employee Benefit Costs, page 38

Retirement Plan and Other Postretirement Benefits, page 38

5. We note that you recorded a minimum pension liability
adjustment
of $53,659,000, net of tax of $34,306,000 in other comprehensive
income and that you incurred a significant actuarial loss
amounting
to $124,756,000 during fiscal 2005.  Please expand MD&A in future
filings to provide disclosure about the underlying factors
responsible for the significant minimum pension liability
adjustment
and the actuarial loss in 2005.  While we see disclosure about the
computational consideration leading to the minimum pension
liability
on page 39, the MD&A disclosure should focus on the substantive
reasons for these significant changes in your pension disclosures.
Please also expand to address how significant actuarial losses are
considered in and affect your accounting for the defined benefit
pension plans.

       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 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)
551-3605 if you have questions regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Brian Cascio, Accounting Branch Chief, at (202) 551-3676.


      Sincerely,



Gary Todd
Reviewing Accountant


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Mr. James E. Brenn
Briggs & Stratton Corporation
March 20, 2006
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