September 21, 2006

Via U.S. Mail

Trygve M. Thoresen
Vice President and General Counsel
Summa Industries
One Park Plaza, Suite 600
Irvine, CA  92614

	Re:	Summa Industries
		Schedule 14D-9C filed September 1, 2006
Schedule 14D-9 filed September 8, 2006
		SEC File No. 5-30794

Dear Mr. Thoresen:

      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 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.

Schedule 14D-9C

1. We note your reference to the Private Securities Litigation
Reform
Act of 1995.  We remind you that the safe harbor protections for
forward-looking statements contained in the federal securities
laws do
not apply to statements made in connection with a tender offer.
See
Section 21E(b)(2)(C) of the Securities Exchange Act of 1934 and
Regulation M-A telephone interpretation M.2 available at
www.sec.gov
in the July 2001 Supplement to the Division of Corporation
Finance`s
Manual of Publicly Available Telephone Interpretations.  Please do
not
refer to the safe harbor provisions in any future press releases
or
other communications relating to this tender offer.


Schedule 14D-9

Item 4. - The Solicitation or Recommendation, page 7

	Opinion of Financial Advisor
2. In the summary of the opinion of Duff & Phelps, you indicate
that
they made "various subjective judgments in arriving at [their]
opinion."  Please revise the discussion of the fairness opinion to
summarize these judgments so that it is clear how these judgments
assisted your financial advisor in arriving at their fairness
determination.

	Intent to Tender
3. Please revise to disclose the percentage of Shares held by the
directors and executive officers of the Company.

Closing Comments

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
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 filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the filing persons are in possession
of
all facts relating to their 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 all filing persons acknowledging that:

* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the bidder 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.
      If you have any questions regarding our comments, please do
not
hesitate to contact me at (202) 551-3264.  You may also reach me
by
facsimile at (202) 772-9203.

							Sincerely,



							Mara L. Ransom
							Special Counsel
							Office of Mergers and
Acquisitions

cc via facsimile at (310) 228-3701:

Jon W. Newby, Esq.
Sheppard, Mullin, Richter & Hampton LLP


C. Thomas Hopkins, Esq
Sheppard, Mullin, Richter & Hampton LLP

Summa Industries
September 21, 2006
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE