October 5, 2018

 

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Transportation and Leisure

100 F Street, N.E.

Mail Stop 3720

Washington, D.C.  20549

 

Ladies and Gentlemen:

Westinghouse Air Brake Technologies Corporation, a Delaware corporation (“Wabtec,” the “Company,” “we,” “our” or “us”), is in receipt of the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in the Commission’s letter dated October 1, 2018 (the “Comment Letter”) with respect to our Registration Statement on Form S-4, filed September 20, 2018 (the “Registration Statement”).  We are concurrently filing a revised Registration Statement (the “Amended Registration Statement”) that includes changes in response to the Staff’s comment.

Below is the Company’s response. For the convenience of the Staff, the Company has repeated the Staff’s comment before the Company’s response.

1.

Please revise the combined prospectus-information statement as necessary for consistency with the revised disclosure in the Westinghouse Air Brake Technologies Corporation PREM14A and any outstanding comments on that proxy statement.

Response:

In response to the Staff’s comment, the applicable disclosure has been revised for consistency with the revised disclosure in the Company’s revised preliminary proxy statement on Schedule 14A, filed October 5, 2018. Please see the Amended Registration Statement.

* * * * * * * * *

Securities and Exchange Commission
October 5, 2018
Page 2

If you have any questions regarding these matters, please do not hesitate to contact the undersigned at (412) 825-1420.

 

---