March 12, 2020

John Neumann
Vice President, General Counsel and Secretary
NACCO INDUSTRIES INC
5875 Landerbrook Drive, Suite 220
Cleveland, OH 44124

       Re: NACCO INDUSTRIES INC
           Post-effective Amendment No. 2 to Form S-4 filed March 4 2020
           File No. 333-223504

Dear Mr. Neumann:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Post-effective amendment No. 2 to Form S-4 filed March 4, 2020

General

1.     Please explain how you determined this transaction is eligible to be
registered on Form S-
       4. Generally speaking, Form S-4 is available for exchange offers of
shares to be issued by
       the registrant and is not available for resale transactions unless the
shares were acquired
       under this Form S-4. See General Instruction A.1 to Form S-4.
2.     Please explain why the exchange transaction is not being conducted
pursuant to an
       exemption from registration, e.g., Section 4(a)(1-1/2) or 4(a)(7).
Please also discuss why
       any liquidity/resale concerns for current holders of Class B shares that
will receive Class
       A shares cannot be managed after the exchange is completed privately
with a registration
       statement covering the resale of Class A shares.
3.     We note that your forum selection provision identifies a state court
located within the
       State of Delaware (or, if no state court located within the State of
Delaware has
 John Neumann
NACCO INDUSTRIES INC
March 12, 2020
Page 2
      jurisdiction, the federal district court for the District of Delaware) as
the exclusive forum
      for certain litigation, including any "derivative action." Please
disclose whether this
      provision applies to actions arising under the Securities Act or Exchange
Act. If so, please
      also state that there is uncertainty as to whether a court would enforce
such provision. If
      the provision applies to Securities Act claims, please also state that
investors cannot waive
      compliance with the federal securities laws and the rules and regulations
thereunder. In
      that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction
      for federal and state courts over all suits brought to enforce any duty
or liability created by
      the Securities Act or the rules and regulations thereunder.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal
Branch Chief, at
(202) 551-3397 with any other questions.



                                                             Sincerely,
FirstName LastNameJohn Neumann
                                                             Division of
Corporation Finance
Comapany NameNACCO INDUSTRIES INC
                                                             Office of
Manufacturing
March 12, 2020 Page 2
cc:       Andrew C. Thomas, Esq.
FirstName LastName