EX-24

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned
hereby constitute and appoint each of Dirkson R.
Charles and Ronald H. Kisner, or either of them signing
singly, and with full power of substitution, the
undersigneds' true and lawful attorney-in-fact to:

(1)	execute for and on behalf of the undersigned,
in the undersigneds' capacities as
stockholders of K&F Industries Holdings, Inc.
(the "Company"), and with respect to
securities of the Company beneficially owned
by the undersigned, a Form 3, Form 4 or Form
5 and any amendments thereto in accordance
with Section 16(a) of the Securities Exchange
Act of 1934 (the "Exchange Act") and the
rules thereunder;

(2)	do and perform any and all acts for and on
behalf of the undersigned which may be
necessary or desirable to complete and
execute any such filings, complete and
execute any amendment or amendments thereto,
and timely file such forms with the SEC and
any stock exchange or similar authority;

(3)	execute for and on behalf of the
undersigned, in the undersigneds' capacities
as stockholders of the Company any other
documents, certificates or agreements
required to be delivered by the undersigned
in connection with the Company's initial
public offering; and

(4)	take any other action of any type whatsoever
in connection with the foregoing which, in
the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or
legally required by, the undersigned, it
being understood that the documents executed
by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of
Attorney shall be in such form and shall
contain such terms and conditions as such
attorney-in-fact may approve in such
attorney-in-fact's discretion.

The undersigned hereby grant to each such
attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present,
with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-
fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and
powers herein granted.  The undersigned acknowledge
that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are
not assuming, nor is the Company assuming, any of the
undersigneds' responsibilities to comply with Section
16 of the Exchange Act.

This Power of Attorney shall remain in full force
and effect until the later of (i) the undersigned is no
longer required to file Forms 3, 4 or 5 or any
amendments thereto with respect to the undersigneds'
beneficial ownership of securities issued by the
Company, (ii) the closing of the Company's initial
public offering, unless earlier revoked by the
undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.


[signature page follows]


IN WITNESS WHEREOF, the undersigned have caused
this Power of Attorney to be executed as of this 5th
day of August, 2005.


AURORA EQUITY PARTNERS II L.P.
By:  Aurora Capital Partners II
     L.P.,
     its general partner
By:  Aurora Advisors II LLC,
     its general partner
By: /s/ Richard K. Roeder
Name:  Richard K. Roeder
Title: Vice President and
       Secretary


AURORA CAPITAL PARTNERS II L.P.
By:  Aurora Advisors II LLC,
     its general partner

By: /s/ Richard K. Roeder
Name:  Richard K. Roeder
Title: Vice President and
       Secretary


AURORA ADVISORS II LLC

By: /s/ Richard K. Roeder
Name:  Richard K. Roeder
Title: Vice President and
       Secretary






AURORA OVERSEAS EQUITY
PARTNERS II, L.P.
By:  Aurora Overseas Capital
     Partners II, L.P.,
     its general partner
By:  Aurora Overseas Advisors II,
     LDC,
     its general partner

By: /s/ Richard K. Roeder
Name:  Richard K. Roeder
Title: Vice President and
       Secretary


AURORA OVERSEAS CAPITAL PARTNERS
II, L.P.
By:  Aurora Overseas Advisors II,
     LDC,
     its general partner

By: /s/ Richard K. Roeder
Name:  Richard K. Roeder
Title: Vice President and
       Secretary



AURORA OVERSEAS ADVISORS II, LDC

By: /s/ Richard K. Roeder
Name:  Richard K. Roeder
Title: Vice President and
       Secretary



AURORA EQUITY PARTNERS III L.P.
By:  Aurora Capital Partners III
     L.P.,
     its general partner
By:  Aurora Advisors III LLC,
     its general partner
By: /s/ Richard K. Roeder
Name:  Richard K. Roeder
Title:  Secretary


AURORA CAPITAL PARTNERS III L.P.
By:  Aurora Advisors III LLC,
     its general partner
By: /s/ Richard K. Roeder
Name:  Richard K. Roeder
Title:  Secretary


AURORA ADVISORS III LLC
By: /s/ Richard K. Roeder
Name:  Richard K. Roeder
Title:  Secretary






AURORA OVERSEAS EQUITY
PARTNERS III, L.P.
By:  Aurora Overseas Capital
     Partners III, L.P.,
     its general partner
By:  Aurora Overseas
     Advisors III, LDC,
     its general partner

By: /s/ Richard K. Roeder
Name:  Richard K. Roeder
Title:  Secretary



AURORA OVERSEAS CAPITAL
PARTNERS III, L.P.
By:  Aurora Overseas Advisors III,
     LDC,
     its general partner

By: /s/ Richard K. Roeder
Name:  Richard K. Roeder
Title:  Secretary


AURORA OVERSEAS ADVISORS III, LDC

By: /s/ Richard K. Roeder
Name:  Richard K. Roeder
Title:  Secretary






K&F EQUITY PARTNERS L.P.
By:  Aurora Advisors III LLC,
     its general partner

By: /s/ Richard K. Roeder
Name:  Richard K. Roeder
Title:  Secretary





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S-3
Second Amendment to Securityholders Agreement


S-1
Second Amendment to Securityholders Agreement

EX-99

Exhibit 99

Form 3 Joint Filer Information


Name:				Aurora Capital
					Partners III, L.P.

Relationship to Issuer:	10% owner, as General
					Partner of Aurora
					Equity Partners III, L.P.


Address:			10877 Wilshire Blvd.
				Ste 2100
				Los Angeles, CA 90024

Designated Filer:		Aurora Equity Partners III,
					L.P.


Issuer & Ticker Symbol:		K&F Industries Holdings,
						Inc. (KFI)

Date of Event Requiring  	August 8, 2005
Statement:

Name:				Aurora Overseas Equity
					Partners III, L.P

Relationship to 		Direct holder of
Issuer:				112,252 shares of Common
					stock and 103.5 shares of
					Junior/Series A Redeemable
					Exchangeable Preferred stock
					and 10% owner as affiliate of
					Aurora Equity Partners III,
					L.P.

Address:			10877 Wilshire Blvd.
				Ste 2100
				Los Angeles, CA 90024

Designated Filer:		Aurora Equity Partners III,
					L.P.

Issuer & Ticker 		K&F Industries
Symbol:				Holdings, Inc. (KFI)

Date of Event Requiring 	August 8, 2005
Statement:

Name:				Aurora Overseas Capital
					Partners III, L.P.

Relationship to 		General Partner of
Issuer:				Aurora Overseas Equity
					Partners III, L.P. and
					10% owner as affiliate
					of Aurora Equity
					Partners III, L.P.

Address:			10877 Wilshire Blvd.
				Ste 2100
				Los Angeles, CA 90024

Designated Filer:		Aurora Equity Partners
					III, L.P.

Issuer & Ticker 		K&F Industries
Symbol:				Holdings, Inc. (KFI)

Date of Event Requiring		August 8, 2005
Statement:

Name:				Aurora Overseas
					Advisors III, LDC

Relationship to Issuer:		General Partner of
						Aurora Overseas
						Capital Partners III,
						L.P. and 10% owner as
						affiliate of Aurora
						Equity Partners III,
						L.P.

Address:			10877 Wilshire Blvd.
				Ste 2100
				Los Angeles, CA 90024

Designated Filer:		Aurora Equity Partners III,
					L.P.

Issuer & Ticker 		K&F Industries
Symbol:				Holdings, Inc. (KFI)

Date of Event Requiring		August 8, 2005
Statement:

Name:				K&F Equity Partners, L.P.

Relationship to Issuer: 	Direct holder of
					240,065 shares of
					Common stock and 221.4
					shares of Junior/Series A
					Redeemable Exchangeable
					Preferred stock and 10% owner
					as affiliate of Aurora
					Equity Partners III, L.P.

Address:			10877 Wilshire Blvd.
				Ste 2100
				Los Angeles, CA 90024

Designated Filer:		Aurora Equity Partners III,
					L.P.

Issuer & Ticker 		K&F Industries
Symbol:				Holdings, Inc. (KFI)

Date of Event Requiring		August 8, 2005
Statement:

Name:				Aurora Advisors III, LLC

Relationship to Issuer:		Controlling
						shareholder of Aurora
						Overseas Advisors III,
						LDC, General Partner
						of Aurora Capital
						Partners III, L.P.,
						General Partner of K&F
						Equity Partners, L.P.
						and 10% owner as
						affiliate of Aurora
						Equity Partners III,
						L.P.

Address:			10877 Wilshire Blvd.
				Ste 2100
				Los Angeles, CA 90024

Designated Filer:		Aurora Equity Partners III,
					L.P.

Issuer & Ticker 		K&F Industries
Symbol:				Holdings, Inc. (KFI)


Date of Event Requiring 	August 8, 2005
Statement:

Name:				Aurora Equity Partners II,
					L.P.

Relationship to Issuer:		Direct holder of
						2,949,541 shares of
						Common stock and
						2,716.7 shares of
						Junior/Series A
						Redeemable
						Exchangeable Preferred
						stock and 10% owner as
						affiliate of Aurora
						Equity Partners III,
						L.P.

Address:			10877 Wilshire Blvd.
				Ste 2100
				Los Angeles, CA 90024

Designated Filer:		Aurora Equity Partners III,
					L.P.

Issuer & Ticker 		K&F Industries
Symbol:				Holdings, Inc. (KFI)

Date of Event Requiring 	August 8, 2005
Statement:

Name:				Aurora Capital Partners
					II, L.P.

Relationship to Issuer: 	General Partner of
					Aurora Equity Partners
					II, L.P. and 10% owner
					as affiliate of Aurora
					Equity Partners III, L.P.

Address:			10877 Wilshire Blvd.
				Ste 2100
				Los Angeles, CA 90024

Designated Filer:		Aurora Equity Partners III,
					L.P.

Issuer & Ticker 		K&F Industries
Symbol:				Holdings, Inc. (KFI)

Date of Event Requiring 	August 8, 2005
Statement:

Name:				Aurora Overseas Equity
					Partners II, L.P.


Relationship to Issuer:		Direct holder of
						39,235 shares of
						Common stock and 36.1
						shares of
						Junior/Series A
						Redeemable Exchangeable
						Preferred stock and 10%
						owner as affiliate of
						Aurora Equity Partners
						III, L.P.

Address:			10877 Wilshire Blvd.
				Ste 2100
				Los Angeles, CA 90024

Designated Filer:		Aurora Equity Partners
					III, L.P.

Issuer & Ticker 		K&F Industries
Symbol:				Holdings, Inc. (KFI)

Date of Event Requiring 	August 8, 2005
Statement:

Name:			Aurora Overseas
				Capital Partners II,
				L.P.

Relationship to Issuer:	General Partner of
					Aurora Overseas Equity
					Partners II, L.P. and
					10% owner as affiliate
					of Aurora Equity
					Partners III, L.P.

Address:			10877 Wilshire Blvd.
				Ste 2100
				Los Angeles, CA 90024

Designated Filer:		Aurora Equity Partners
					III, L.P.

Issuer & Ticker 		K&F Industries
Symbol:				Holdings, Inc. (KFI)

Date of Event Requiring 	August 8, 2005
Statement:

Name:				Aurora Overseas
					Advisors II, LDC

Relationship to Isser:		General Partner of
						Aurora Overseas
						Capital Partners II,
						L.P. and 10% owner as
						affiliate of Aurora
						Equity Partners III,
						L.P.

Address:			10877 Wilshire Blvd.
				Ste 2100
				Los Angeles, CA 90024

Designated Filer:		Aurora Equity Partners
					III, L.P.

Issuer & Ticker 		K&F Industries
Symbol:				Holdings, Inc. (KFI)

Date of Event Requiring 	August 8, 2005
Statement:

Name:				Aurora Advisors II, LLC

Relationship to Issuer:		Controlling
						shareholder of Aurora
						Overseas Advisors II,
						LDC, General Partner
						of Aurora Capital
						Partners II, L.P. and
						10% owner as
						affiliate of Aurora
						Equity Partners III,
						L.P.

Address:			10877 Wilshire Blvd.
				Ste 2100
				Los Angeles, CA 90024


Designated Filer:		Aurora Equity Partners
					III, L.P.

Issuer & Ticker 		K&F Industries
Symbol:				Holdings, Inc. (KFI)

Date of Event Requiring 	August 8, 2005
Statement:

Name:				Richard Crowell

Relationship to Issuer: 	Controlling member of
					Aurora Advisors II,
					LLC and Aurora
					Advisors III, LLC and
					10% owner as control
					person of Aurora
					Equity Partners III, L.P.

Address:			c/o Aurora Capital
				Group
				10877 Wilshire Blvd.
				Ste 2100
				Los Angeles, CA 90024

Designated Filer:		Aurora Equity Partners
					III, L.P.

Issuer & Ticker 		K&F Industries
Symbol:				Holdings, Inc. (KFI)

Date of Event Requiring 	August 8, 2005
Statement:

Name:					Gerald Parsky
Relationship to Isser: 		Controlling member of
						Aurora Advisors II, LLC,
						Aurora Advisors III, LLC
						and 10% owner as control
						person of Aurora Equity
						Partners III, L.P.

Address:			c/o Aurora Capital
				Group
				10877 Wilshire Blvd.
				Ste 2100
				Los Angeles, CA 90024

Designated Filer:		Aurora Equity Partners
					III, L.P.

Issuer & Ticker 		K&F Industries
Symbol:				Holdings, Inc. (KFI)

Date of Event Requiring 	August 8, 2005
Statement:

Name:				John Mapes

Relationship to 		Controlling member
					Aurora Advisors III,
					LLC and 10% owner as
					control person of
					Aurora Equity Partners
					III, L.P.

Address:			c/o Aurora Capital
				Group
				10877 Wilshire Blvd.
				Ste 2100
				Los Angeles, CA 90024

Designated Filer:		Aurora Equity Partners
					III, L.P.

Issuer & Ticker 		K&F Industries
Symbol:				Holdings, Inc. (KFI)

Date of Event Requiring 	August 8, 2005
Statement:


				Signature:
				/s/ Ronald H. Kisner
				as Attorney-in-Fact
				Date: August 8, 2005

Each of the above reporting persons directly (whether
through ownership or position) or indirectly through
one or more intermediaries, may be deemed for purposes
of Section 16 of the Securities Exchange Act of 1934,
as amended, to be the indirect beneficial owner of the
shares owned by Aurora Equity Partners III, L.P. and,
therefore, a "ten percent holder" hereunder. Each of
the reporting persons disclaims beneficial ownership
of the securities reported herein, except to the
extent of its pecuniary interest therein, and this
report shall not be deemed an admission that any of
the reporting persons is the beneficial owner of such
securities for purposes of Section 16 or for any other
purposes.



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