VIA FACSIMILE AND U.S. MAIL


	February 21, 2006

Kenneth W. Smith
Senior Vice President and Chief Financial Officer
Circor International, Inc.
25 Corporate Drive, Suite 130
Burlington, MA 01803-4238

	RE:	Form 10-K for Fiscal Year Ended December 31, 2004
Forms 10-Q for Quarters Ended April 3, 2005, July 3, 2005 and
October 2, 2005
      File No. 1-14962

Dear Mr. Smith:

	We have reviewed your letter dated January 11, 2006 and have
the
following comments.  Where indicated, we think you should revise
your
disclosures 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.  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 phone numbers
listed below.

Form 10-Q for the Period Ended October 2, 2005

General

1. In connection with responding to our comments, please provide,
in
writing, a statement acknowledging that:

* you are responsible for the adequacy and accuracy of the
disclosure
in your
	filings;
* 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
* you 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.
Item 4. Controls and Procedures, page 28

2. As discussed in Question and Answer 3 of "Management`s Report
on
Internal Control over Financial Reporting and Certification of
Disclosure Controls in Exchange Act Periodic Reports - Frequently
Asked Questions (revised October 6, 2004)," under limited and
specified circumstances, the staff will not object to management
excluding an acquired business from management`s assessment of the
registrant`s internal control over financial reporting.  The FAQ
provides that, in such situations, management must identify the
acquired business excluded and indicate the significance of the
acquired business to the registrant`s consolidated financial
statements.

FAQ 3 relates only to omitting an assessment of an acquired
business`s internal control over financial reporting from the
assessment of the registrant`s internal control over financial
reporting.  By its terms, it does not address management`s
evaluation
of disclosure controls and procedures.  While we recognize that
there
is substantial overlap between a company`s disclosure controls and
procedures and its internal control over financial reporting,
there
are both some elements of disclosure controls and procedures that
are
not subsumed by internal control over financial reporting and some
elements of internal control that are not subsumed by the
definition
of disclosure controls and procedures.

In light of the overlap noted above, in those situations in which
a
registrant may properly rely on FAQ 3, we believe that
management`s
evaluation of disclosure controls and procedures may exclude an
assessment of those disclosure controls and procedures of the
acquired entity that are subsumed by internal control over
financial
reporting.  If the disclosure controls and procedures are not
subsumed, they may not be excluded from management`s assessment of
disclosure controls and procedures.  In addition, consistent with
FAQ
3, we would expect the registrant to indicate the significance of
the
acquired business to the registrant`s consolidated financial
statements.

We note that the Forms 10-Q for the periods ended April 3, 2005,
July
3, 2005, and October 2, 2005 exclude the acquisition of Loud from
management`s evaluation of Circor`s disclosure controls and
procedures.  We further note that management did not indicate the
significance of the acquired business to the registrant`s
consolidated financial statements.  In the Form 10-K that will be
filed for Circor`s year ended December 31, 2005, please disclose
whether there were any elements of Loud`s disclosure controls and
procedures that were not subsumed by Loud`s internal control over
financial reporting.  If there were, please identify these
disclosure
controls and procedures and disclose whether Circor`s principal
executive and financial officers continue to believe that Circor`s
disclosure controls and procedures were effective as of the ends
of
the periods covered by the reports.  In addition, please disclose
the
significance of Loud to Circor`s consolidated financial
statements.

*    *    *    *

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a response letter that keys your responses to our comments
and provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your response on EDGAR as a
correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      You may contact Ernest Greene, Staff Accountant, at (202)
551-
3733, or in his absence, Nudrat Salik, at (202) 551-3692, if you
have
questions regarding comments on the financial statements and
related
matters.

								Sincerely,



								Rufus Decker
      							Accounting Branch Chief

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Mr. Kenneth Smith
February 21, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE