Company Name: Torotel, Inc.
Public Availability Date: August 22, 2006

Document Sections:

INQUIRY LETTER
INQUIRE LETTER
APPENDIX 1
INQUIRE LETTER
APPENDIX 2
STAFF REPLY LETTER

[INQUIRY LETTER]

August 2, 2006

VIA FEDERAL EXPRESS

Office of Chief Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: Omission of Shareholder Proposal of Howard Lehrhoff and Nasreen Babu-Khan

Dear Ladies and Gentlemen:

We are writing on behalf of our client, Torotel, Inc. (the "Company"), pursuant to Rule 14a-8(j) under Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, to respectfully request that the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") concur with the Company's view that, for the reasons stated below, the shareholder proposal and supporting statement (the "Proposal") submitted by Howard Lehrhoff and Nasreen Babu-Khan (together, the "Proponent") may properly be omitted from the Company's proxy statement and form of proxy (the "2006 Proxy Materials") for its 2006 Annual Meeting of Shareholders.

Pursuant to Rule 14-8(j)(2), we are enclosing six copies of (i) this letter, (ii) the Proposal (attached as Exhibit A hereto), and (iii) the Deficiency Letter (as defined below and attached hereto as Exhibit B). In accordance with Rule 14a-8(j), a copy of this submission is being simultaneously sent to the Proponent.

I. Waiver of 80-Day Submission Requirement under Rule 14a-8(j)(1)

As a preliminary matter, the Company hereby requests that it be permitted to file, and the Commission accept, this submission less than 80 days prior to the anticipated filing date of the 2006 Proxy Materials. The Company's 2006 Annual Meeting of Shareholders is set to be held on September 18, 2006 and the Company's anticipated date for delivery to the shareholders of the 2006 Proxy Materials is planned for on or about August 18, 2006. Based on the foregoing, the deadline for submission to the Commission of a no action request was May 29, 2006. Considering the Company did not receive the Proposal until July 27, 2006, a timely submission was not possible.

As discussed later in this letter, the Company believes the Proponent had no justifiable reason for submitting the Proposal in such an untimely fashion. The proxy materials for the 2005 Annual Meeting of Shareholders (the "2005 Proxy Materials") specifically stated that the deadline for submission of shareholder proposals for inclusion in the proxy statement was April 21, 2006. Furthermore, the date of the 2006 Annual Meeting of Shareholders was not moved more than 30 days from the date of the 2005 Annual Meeting of Shareholders.

Rule 14a-8(j)(1) provides that if a company intends to exclude a proposal from its proxy materials, it must file its reasons with the Commission no later than 80 calendar days before it files its definitive proxy statement and form of proxy with the Commission; provided, however, that the Staff may permit the company to make its submission later than 80 days before the company files its definitive proxy statement and form of proxy, if the company demonstrates "good cause" for missing the deadline. The Staff has previously found such good cause to exist where the proponent has not provided the proposal in a timely manner so as to allow the company to respond within the time periods required by Rule 14a-8(j)(1). See, e.g., Selectica, Inc. (August 25, 2005); Xerox Corp. (May 2, 2005); General Electric Company (February 10, 2005); Staff Legal Bulletin No. 14B (September 14, 2004) (noting that the most common basis for a company's showing of good cause is that the proposal was not submitted in timely fashion and the company did not receive the proposal until after the 80-day deadline had passed).

Based on the facts and precedent set forth above, the Company requests that the Commission accept this submission and waive the 80-day advance submission requirement of Rule 14a-8(j)(1).

II. Proposal and Background

The Proposal requests that the shareholders of the Company adopt a resolution approving an amendment to the Company's Articles of Incorporation to provide for the following: (a) authorize only shareholders holding a majority of the voting stock of the Company, and not the Board of Directors, to make, alter, amend, suspend or repeal the Bylaws of the Company, and (b) notwithstanding anything to the contrary in the Company's Bylaws, in addition to the President and the Board of Directors, authorize the shareholders holding not less than 15% of the outstanding shares of the Company's common stock to call a special meeting of the shareholders at any time and from time to time.

As discussed throughout this letter, the Proponent has placed the Company in an unreasonable position. The Company desires to hold the 2006 Annual Meeting of Shareholders on September 18, 2006; however, if it was to take the time to allow the Proponent to correct the numerous technical deficiencies with the Proposal and then seek from the SEC a no action letter predicated on any failure to correct such deficiencies, the date of the 2006 Annual Meeting of Shareholders would have to be pushed back. In view of the cost and delay, management of the Company does not believe that it would be appropriate or in the best interests of all of the Company's shareholders to reschedule the 2006 Annual Meeting of Shareholders and, therefore, the Company has decided to seek a no action letter from the Commission based on the fact the Proposal was not delivered in a timely manner (as discussed below) in an effort to address this matter in an expedited fashion.

Please note that the Company is also pursuing a parallel course with respect to the technical deficiencies with the Proposal to mitigate any possibility that the Commission disagrees with the Company's position regarding the ability to exclude the Proposal for lack of timeliness. To this end, we have submitted a letter of even date herewith to the Proponent (the "Deficiency Letter") setting forth the technical deficiencies and asking them to correct the technical deficiencies and resubmit the Proposal. We have noted in the Deficiency Letter that we have submitted this no action letter (as well as providing them with a copy of this letter), but that the Proponent should still correct the deficiencies in the event the Commission denies our no action request. We have taken this action to preserve the Company's right to exclude the Proposal on other grounds listed below; however, the Company sincerely hopes that a determination by the Commission will render the concern moot.

For your convenience, the technical deficiencies with the Proposal include:

1. The Proponent failed to include an affirmative statement of its intention to hold the requisite securities through the date of the meeting as required under Rule 14a-8(b).

2. The Proponent exceeded the "one proposal" requirement of Rule 14a-8(c).

3. The Proponent violated the "anti-bundling" rules.

III. The Proposal May Be Omitted Under Rule 14a-8(e)(2) Because the Proponent Submitted the Proposal in an Untimely Manner

The Proposal is excludable under Rule 14a-8(i)(3) because it was submitted to the Company in an untimely manner in violation of Rule 14a-8(e)(2) which requires that shareholder proposals must be received at a company's principal executive offices not later than 120 calendar days before the date such company's proxy statement is released to shareholders in connection with the previous year's annual meeting. This 120 day date was calculated to be April 21, 2006 and such date was clearly stated in the 2005 Proxy Materials disseminated to all shareholders. The Staff has strictly construed the deadline for receipt of shareholder proposals under Rule 14a-8(e) and has consistently taken the position that untimely shareholder proposals may be properly excluded from a company's proxy materials under Rule 14a-8(e). See e.g., KB Home (January 10, 2006); Commerce Energy Group, Inc. (November 23, 2005); and DirectTV Group, Inc. (March 23, 2005). Based upon the facts described in Sections I and II above and the foregoing precedent, the Proposal was not submitted in accordance with Rule 14a-8(e)(2) and, thus, is excludable from the 2006 Proxy Materials.

For the foregoing reasons, the Company respectfully submits that the Proposals may be excluded from the Company's 2006 Proxy Materials.

CONCLUSION

Based on the foregoing, the Company requests that the Staff not recommend any enforcement action if the Proposal is excluded from the 2006 Proxy Materials. We hereby agree to promptly forward to the Proponent any Staff response to this noaction request that the Staff transmits by facsimile to us only.

Consistent with the provisions of Rule 14a-8(j), we are concurrently providing copies of this correspondence to the Proponent. We recognize that the Staff has not interpreted Rule 14a-8 to require proponents to provide the Company and its counsel a copy of any correspondence that the proponent submits to the Staff. Therefore, in the interest of a fair and balanced process, we request that the Staff notify the undersigned if it receives any correspondence on the Proposal from the Proponent or other persons, unless that correspondence has specifically confirmed to the Staff that the Company or its counsel have timely been provided with a copy of the correspondence. If we can provide additional correspondence to address any questions that the Staff may have with respect to this no-action request, please do not hesitate to call me at the number listed on the first page of this letter.

Sincerely,

STINSON MORRISON HECKER LLP

/s/

Victoria R. Westerhaus

Enclosures

cc: Howard Lehrhoff and Nasreen Babu-Khan
H. James Serrone

[INQUIRE LETTER]
July 24, 2006

Torotel, Inc.

620 North Lindenwood Dr.

Olathe, KS 66062

Attn: Secretary

RE: Torotel, Inc. (the "Corporation"); Notice of Shareholder Proposal

To the Secretary of the Corporation:

We are submitting the enclosed shareholder proposal to be voted upon at the Annual Meeting of Shareholders of the Corporation, which we understand is scheduled to be held on September 18, 2006. We are the beneficial owners of 20,000 shares of the Corporation's common stock and have held these shares for more than one year. Attached is proof of our ownership of these shares. We do not have a material interest in the business set forth in this proposal other than as a shareholder of the Corporation. The Supporting Statement included in the attachment sets forth our reasons for conducting this business. Our address is set forth at the top of this letter.

Very truly yours

/s/

Howard Lehrhoff and Nasreen Babu-Khan

Enclosure

[APPENDIX1]
PROPOSAL

RESOLVED, that shareholders of Torotel, Inc. (the "Corporation") approve an amendment to Article Nine of the Corporation's Articles of Incorporation to provide for the following: (a) authorize only shareholders holding a majority of the voting stock of the Corporation, and not the Board of Directors, to make, alter, amend, suspend or repeal the Bylaws of the Corporation, and (b) notwithstanding anything to the contrary in the Corporation's Bylaws, in addition to the President and the Board of Directors, authorize the shareholders holding not less than 15% of the outstanding shares of the Corporation to call a special meeting of the shareholders at any time and from time to time.

SUPPORTING STATEMENT

The recent amendment and restatement of the Corporation's Bylaws by the Board of Directors has all but eviscerated rights of the Corporation's shareholders to protect their interests. As a result of these recent amendments, shareholders are not able to amend the Bylaws or to call a special meeting of the shareholders for the purpose of engaging in matters lawfully presented to the Corporation's shareholders. It is not acceptable for a publicly traded corporation to prevent its shareholders from exercising these rights, which are given to them by state corporations law. As shareholders, we have invested our money in the Corporation with the expectation of potential financial returns. Taking these rights away from us does not allow us to protect our financial interests.

The effect of this proposal is to return to shareholders the rights that we had at the time we decided to invest in the Corporation, which rights were unilaterally destroyed by the current Board of Directors without consultation with the shareholders or concern for their economic wellbeing.

WE URGE YOU TO VOTE IN FAVOR OF THIS PROPOSAL.

[INQUIRE LETTER]
August 2, 2006

VIA OVERNIGHT DELIVERY

Mr. Howard Lehrhoff
Ms. Nasreen Babu-Khan
1237 Lachman Lane
Pacific Palisades, CA 90272

Re: Shareholder Proposals for 2006 Annual Meeting of Shareholders

Mr. Lehrhoff and Ms. Babu-Khan:

Our firm represents Torotel, Inc. (the "Company"). The Company acknowledges receipt of your letter dated July 24, 2006 (the "Proponent's Letter") regarding the Company's 2006 annual meeting of shareholders (the "2006 Shareholders Meeting"). For purposes hereof, both of you shall be collectively referred to as the Proponent. The Proponent's Letter includes the following:

1. Shareholder proposal providing that the Company's Articles of Incorporation (the "Articles") be amended to provide that the Company's bylaws (the "Bylaws") can only be amended by the approval of a majority of the Company's shareholders; and

2. Shareholder proposal providing that the Articles be amended to provide that, in addition to the President and the Board of Directors, the shareholders holding at least 15% of the outstanding shares of the Company can call a special meeting of the shareholders.

Items 1 and 2 above are each a "Proposal" and, collectively, the "Proposals". Attached hereto as Exhibit A, is a copy of the Proponent's Letter.

This letter from the Company to the Proponent (this "Letter") sets forth the intentions of the Company to exclude the Proposals from the Company's proxy materials for the 2006 Shareholders Meeting pursuant to Rule 14a-8 of the Proxy Rules (the "Proxy Rules") under the Securities Exchange Act of 1934, as amended. The failure by the Company to state in this Letter any other reason for declining to bring such Proposals before the 2006 Shareholders Meeting does not constitute a waiver thereof. Notwithstanding the foregoing, the Company has submitted a no action request to the U.S. Securities and Exchange Commission (the "SEC") seeking to exclude these Proposals for untimely delivery to the Company. A copy of such letter is enclosed herewith. The Proponent should proceed with correcting the deficiencies identified in this Letter even though the Company has made a no action request. The foregoing direction is made to preserve the rights of the Proponent to correct the Proposals and resubmit such Proposals to the Company within the 14 day period described below. Please note that even if the Proposal is re-submitted to the Company and the SEC does not grant no action relief with respect to the issue of timeliness, the Company intends to seek to exclude the Proposal for various other reasons under Rule 14a-8.

A. Intent to Exclude Proposals for Failure to Comply with the Proxy Rules.

The Proposals have failed to meet the technical requirements of Rule 14a-8 of the Proxy Rules and, therefore, the Company intends to exclude the Proposals from the Company's proxy materials for the 2006 Shareholders Meeting pursuant to Rule 14a-8. The reasons for exclusion of the Proposals set forth below are mutually exclusive and in no way serve as a waiver of any other reasons for exclusion. For your convenience, attached hereto as Exhibit B is a copy of Rule 14a-8.

1. Statement Regarding Intent to Hold Requisite Shares Through 2006 Shareholders Meeting.

Rule 14a-8(b) of the Proxy Rules requires that each shareholder submitting a proposal for inclusion in a company's proxy materials affirmatively state its intention to hold the requisite securities through the date of the meeting for which such proposal has been submitted. In light of the fact that the Proponent's Letter fails to state this intention for the Proponent, the Company may exclude the Proposals from its proxy materials for the 2006 Shareholders Meeting. However, the Company invites the Proponent to make the necessary corrections and resubmit the Proposals within the requisite time period discussed below. Should the Proponent decline to accept this invitation to make the necessary corrections in the requisite time period described below, the Company intends to exclude the Proposals under Rule 14a-8.

2. One Proposal Rule.

In light of the fact that the proposal identified in the Proponent's Letter called for both the Proposals set forth in Items 1 and 2 on the first page of this Letter, the Company believes that the Proponent has submitted two shareholder proposals for the 2006 Shareholders Meeting. Rule 14a-8(c) of the Proxy Rules provides that a shareholder may submit no more than one proposal to a company for inclusion in its proxy materials for a particular shareholders meeting. Accordingly, the Company believes that the Proponent has exceeded the "one proposal" rule. The Company requests that the Proponent withdraw one of the Proposals to reduce the number of Proposals to one. Should the Proponent decline to accept this invitation to make the necessary corrections in the requisite time period described below, the Company intends to exclude the Proposals under Rule 14a-8.

B. Responses by Proponents to this Letter.

Under Rule 14a-8(f), the Proponent's response to this Letter must be post-marked or electronically transmitted within fourteen calendar days from the date the Proponent receives this letter (the "Response Period"). If the Proponent does not transmit a response or cure the procedural defects (to the extent such defects can be cured) noted above within the Response Period, the Company may seek a no-action letter from the SEC under Rule 14a-8(j) to exclude the Proposals from the Company's proxy materials.

Please be advised that even if the Proponent cures the defects identified in Sections A.1 and A.2 of this Letter, the Company may submit a no-action request to the SEC pursuant to Rule 14a-8(j) seeking to exclude the proposal for potentially one or more reasons set forth in Rule 14a-8(i).

Please contact me at the telephone number listed on the first page if you have any questions.

Yours very truly,

STINSON MORRISON HECKER LLP

/s/

Victoria R. Westerhaus

VRW:mp

Enclosures

[APPENDIX2]
Exhibit A

Proposal Letter

[STAFF REPLY LETTER]

August 22, 2006

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Torotel, Inc. Incoming letter dated August 2, 2006

The proposal relates to bylaws and special meetings.

There appears to be some basis for your view that Torotel may exclude the proposal under rule 14a-8(e)(2) because Torotel received it after the deadline for submitting proposals. Accordingly, we will not recommend enforcement action to the Commission if Torotel omits the proposal from its proxy materials in reliance on rule 14a-8(e)(2).

We note that Torotel did not file its statement of objections to including the proposal in its proxy materials at least 80 days before the date on which it will file definitive proxy materials as required by rule 14a-8(j)(1). Noting the circumstances of the delay, we grant Torotel's request that the 80-day requirement be waived.

Sincerely,

/s/

Ted Yu
Special Counsel