TEXT-EXTRACT 2 filename2.txt November 30, 2018 Patrick Dugan Chief Financial Officer Westinghouse Air Brake Technologies Corporation 1001 Air Brake Avenue Wilmerding, PA 15148 Re: Westinghouse Air Brake Technologies Corporation Amendment No. 2 to Registration Statement on Form S-4 Filed November 21, 2018 File No. 333-227444 Dear Mr. Dugan: We have reviewed your amended registration statement and have the following 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. Form S-4 Material U.S. Federal Income Tax Consequences of the Distribution and the Merger to GE Stockholders, page 79 1. Please name tax counsel here and clarify to the extent that the discussion on page 80 under "The Distribution" and "The Merger" represents respective counsels' opinions. Also remove the implication in the carryover paragraph on pages 79-80 that GE stockholders are not entitled to rely on the tax opinions. Exhibits 2. Prior to effectiveness, please file executed versions of exhibits 8.1 and 8.2. Patrick Dugan Westinghouse Air Brake Technologies Corporation November 30, 2018 Page 2 3. Refer to Exhibit 8.2. Please have counsel revise the second paragraph on page 2 to clarify that the discussion of material U.S. federal income tax consequences is counsel's opinion. As currently drafted, counsel appears to opine on the manner in which the material tax consequences are described in the prospectus. For guidance, see section III.C.2 of Staff Legal Bulletin No. 19 (Oct. 14, 2011). Please contact J. Nolan McWilliams at (202) 551-3217 or John Dana Brown at (202) 551-3859 with any questions you may have. Sincerely, FirstName LastNamePatrick Dugan Division of Corporation Finance Comapany NameWestinghouse Air Brake Technologies Corporation Office of Transportation and Leisure November 30, 2018 Page 2 cc: Peter E. Devlin, Esq. FirstName LastName