SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                                                         EMS TECHNOLOGIES, INC.
                                                         PO BOX 7700
                                                         NORCROSS, GA 30091.7700
                                                         TEL 770.729.6512
                                                         FAX 770.729.6543
                                                         shell.g@ems-t.com

[EMS TECHNOLOGIES LOGO]
The Science of Wireless Communications

                                  June 17, 2005

United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: SEC comment letter dated April 21, 2005 for EMS Technologies Inc.
    Form 10-K/A Amendment No. 1 for the fiscal year ended December 31, 2004
    File No. 0-6072

Ladies and Gentlemen:

This letter is in response your request for additional information or
clarification on items filed on Form 10-K/A Amendment No. 1 of EMS Technologies,
Inc. for the fiscal year ended December 31, 2004. The information requested is
as follows:

ITEM 1. BUSINESS

RISK FACTORS

"OUR PRODUCTS TYPICALLY CARRY WARRANTIES..."

1. "PLEASE DISCLOSE YOUR ACCOUNTING POLICY ON WARRANTIES. INCLUDE
ADDITIONS/USAGE OF THE WARRANTY RESERVES IN SCHEDULE II - VALUATION AND
QUALIFYING ACCOUNTS."

As described in footnote 15 ("Commitments and Contingencies") to the Company's
consolidated financial statements for the year ended December 31, 2004, the
Company provides a limited warranty for each of its products. Upon sale, the
Company records a liability for the estimated costs to be incurred under
warranties. The amount of this warranty liability is based on historical, as
well as expected, rates of warranty claims. The warranty liability is
periodically reviewed for adequacy and adjusted as necessary. The Company will
expand its footnote disclosure of significant accounting policies in future
filings to include its policy on warranties.

The Company provided tabular disclosure in footnote 15 of the activity in the
aggregate product warranty liability accounts. Therefore, we do not believe
additional disclosure in Schedule II is required since the information is
disclosed in the footnotes to the consolidated financial statements.

ITEM 2. PROPERTIES, PAGE 23

2. "TELL US THE NATURE OF LEASED ASSETS INCLUDED IN ASSETS HELD FOR SALE. TELL
US, AND DISCLOSE, IF YOU HAVE ACCRUED ANY PROVISION FOR EARLY TERMINATION OF A
LEASE... AS WELL AS ANY SFAS 143 LIABILITY WITH RESPECT TO THE MANUFACTURING
SPACE."

<PAGE>

                                                  Response to SEC comment letter
                                                  (Continued)

                                                  June 17, 2005

The only leased assets included in "assets held for sale" relate to hardware
(primarily test equipment used in manufacturing and desktop computers) and
licenses for software. All of these leases have been recorded as capital leases;
there are no material operating leases. The Company believes that... (a) these
leased assets are essential to the ongoing conduct of business activities by the
Space & Technology/Montreal division, (b) the financial terms of the leases are
reasonable and comparable with current market conditions, and (c) that an
acquiring party will want to continue the present leasing arrangements.
Furthermore, there are no provisions within the leases that would disallow
assumption of the leases or impose significant charges for assumption of the
leases by an acquiring party. As a result, the Company believes that it is not
necessary to accrue a liability for early termination of a lease in connection
with its discontinued operations.

The manufacturing space in which the Space & Technology/Montreal division
operates is owned by the Company. The building is recorded as a component of
property, plant and equipment of this division, and is included in the "assets
held for sale" on the Company's consolidated balance sheet. There is no
outstanding mortgage, inter-company lease arrangement, or other legal obligation
associated with this manufacturing space. Furthermore, there is no plan to
retire this asset, but rather it is expected to be included in the sale of the
discontinued operations.

SFAS No. 143 ("Accounting for Asset Retirement Obligations") requires an entity
to recognize the fair value of a liability for an asset retirement obligation.
Because there is no asset retirement obligation associated with the
manufacturing space of Space & Technology/Montreal, the Company believes that
SFAS No. 143 is not applicable.

3. "TELL US... IF THE EMS WIRELESS DIVISION'S PROPERTY LEASE (FROM AN INDUSTRIAL
PARTNER WHO IS A MANUFACTURER OF ANTENNA TOWERS) INCLUDES LEASE OF INVENTORY OR
OTHER NON-DEPRECIABLE PROPERTY AS WELL AS ANY SIGNIFICANT PARTNERSHIP
ARRANGEMENTS."

The EMS Wireless division's property lease for its Brazilian operations is not
secured by, and does not include, inventory or other non-depreciable property.
More specifically, the arrangement with the lessor does not include any "parts
leasing" agreement or involve the use of the Company's inventory as described in
para. B7 of the Emerging Issues Task Force ("EITF") Issue 01-8.

The term "industrial partner," which was used in the Form 10-K/A Amendment No. 1
disclosure to describe the property lessor, was intended to describe a broadly
complementary business relationship between the Company and the lessor, and not
the creation of a legal partnership.

Furthermore, other than the building lease, there are no formal or informal
partnership arrangements between the Company and the lessor in effect for the
year ending December 31, 2004 that would require disclosure under the provisions
of EITF 01-8. To avoid confusion, the Company will delete the reference to an
"industrial partner" in future filings.

                                   Page - 2 -
<PAGE>

                                                  Response to SEC comment letter
                                                  (Continued)

                                                  June 17, 2005

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

COST OF SALES, PAGE 28.

4. "...DISCUSS COST OF SALES BY SEGMENT TO COMPLEMENT YOUR DISCUSSION OF SEGMENT
SALES."

In previous filings, the Company has disclosed analyses of its net sales, both
at the consolidated level and at the divisional level. Also as previously
disclosed, the Company believes that cost of sales, as a percentage of net
sales, has not varied substantially in recent years. However, in response to
Staff comments, the Company will expand its discussion of cost of sales, by
reportable segment, in future filings. Following is the cost of sales section of
management's discussion and analysis for the most recent year, revised to
include segment comments:

Cost of sales, as a percentage of consolidated net sales, was 65% in 2004, 64%
in 2003, and 64% in 2002. In 2004, a significant factor in the increase in the
cost of sales percentage was the unfavorable effect of a stronger Canadian
dollar on the costs associated with the Canada-based SATCOM and SatNet segments.
Increases were somewhat offset by staff reductions.

Cost of sales for each segment, as a percentage of respective segment net sales,
were as follows:

<TABLE>
<CAPTION>
                                             YEARS ENDED DECEMBER 31
                                             2004      2003     2002
                                             ----      ----     ----
<S>                                          <C>       <C>      <C>
LXE......................................     60%       60%      59%
Defense & Space Systems..................     79%       78%      78%
EMS Wireless.............................     66%       64%      61%
SATCOM...................................     60%       58%      53%
SatNet...................................     72%       61%      70%
     Total...............................     65%       64%      64%
</TABLE>

LXE: The cost of sales percentage remained relatively unchanged for the years
ending December 31, 2004, 2003 and 2002.

Defense & Space Systems: The cost of sales percentage remained relatively
unchanged for 2004, 2003 and 2002.

EMS Wireless: The cost of sales percentage increased slightly in 2004 as
compared with 2003, mainly due to the additional engineering and manufacturing
costs associated with the rollout of a new antenna product that generated
significant 2004 sales. The cost of sales percentage increased in 2003 compared
with 2002 due to pricing pressures in the domestic antenna market in 2003.

                                   Page - 3 -
<PAGE>

                                                  Response to SEC comment letter
                                                  (Continued)

                                                  June 17, 2005

SATCOM: The cost of sales percentage increased for the two consecutive years
ending 2004 and 2003 as compared with 2002, mainly due to the effect of a
stronger Canadian dollar on the costs associated with this Canadian based
segment.

SatNet: The cost of sales percentage varied over the three years ended December
31, 2004 with changes in the product mix. Hub sales have a lower cost of sales
percentage than terminal sales, and both 2004 and 2002 reflected reflectively
higher terminal sales and lower hub sales, while 2003 was a strong year for hub
sales.

REVENUE RECOGNITION ON LONG-TERM CONTRACTS, PAGE 32

5. "TELL US IF CONTRACTUALLY DEFINED BILLING MILESTONES APPROXIMATE
PROGRESS-TO-COMPLETION, AND IF YOU HAVE CONSIDERED THEM FOR REVENUE RECOGNITION
ON FIXED PRICE, LONG-TERM CONTRACTS. DO CERTAIN COST COMPONENTS AMOUNT TO A
SIGNIFICANT PORTION OF THE TOTAL CONTRACT COST? PLEASE TELL US THE NATURE OF
CIRCUMSTANCES WHEN YOU RECOGNIZE REVENUE AMOUNTS IN EXCESS OF BILLINGS.
ADDITIONALLY, PLEASE DISCLOSE YOUR ACCOUNTING POLICY FOR ANTICIPATED CONTRACT
OVERRUNS (SOP 81-1 AND SFAS 5)."

EFFECT OF BILLING MILESTONES ON REVENUE RECOGNIZED. Billing milestones are among
many negotiated points in a contract. The final contractual schedule of billing
milestones is the result of negotiations that ultimately attempt to balance the
Company's desire to have customer-funding in advance of any Company cash outlays
related to the contract, versus the customer's desire to have the Company - as
supplier - finance as much as possible of the required cash outlays prior to
delivery of the product. Consequently, billing milestones are negotiated matters
and are not a reliable indicator of progress-to-completion on most contracts.

As disclosed in the "Revenue Recognition" section of footnote 1 to the Company's
consolidated financial statements for the year ended December 31, 2004, the
Company recognizes revenue under long-term contracts using the
percentage-of-completion method, which uses the ratio of cost incurred to total
estimated cost as the measure of performance. Under this method, billing
milestones have no effect on revenue recognition. SOP 81-1, paragraph .06,
specifically prohibits consideration of billing milestones for revenue
recognition purposes:

      "Recording the amounts billed or billable on a contract during a period as
      contract revenue of the period, and the costs incurred on the contract as
      expenses of the period, is not acceptable for financial reporting purposes
      because the amounts billed or billable on a contract during a period are
      determined by contract terms and do not necessarily measure performance on
      the contract."

COST COMPONENTS. Labor is a significant cost component in all long-term
contracts. Such contracts require a significant level of engineering labor for
design, system integration or implementation. The level of engineering labor, as
well as other cost components such as assembly and test labor, or materials
(including subcontract parts), will vary considerably, depending upon the
specific contract requirements. As a broad generalization, the labor-related
cost component of most contracts will range from 40% to 60% of the total costs,
with non-labor costs as the complement.

The timing of the input of cost components will vary substantially depending on
the stage of the contract. In the earlier stages of a contract, the engineering
and development efforts are

                                   Page - 4 -
<PAGE>
                                                  Response to SEC comment letter
                                                  (Continued)

                                                  June 17, 2005

typically at their most intensive, and non-labor cost components are at their
lowest levels. As a contract progresses, the amount of engineering labor inputs
will often decrease, and the non-labor cost components (materials and
subcontracts) will increase.

Because neither the labor nor non-labor cost component is dominant, the Company
uses the ratio of all costs (labor and non-labor) incurred to the total of
estimated total costs as the measure of progress on a long-term contract.

REVENUE RECOGNIZED IN EXCESS OF BILLINGS. As described in the "Revenue
Recognition" section of footnote 1 to the Company's Form 10-K/A Amendment No. 1
for the year ended December 31, 2004, "...[T]o properly match revenues with
costs, certain contracts may have revenue recognized in excess of billings
(unbilled revenues)..." This circumstance occurs because, as discussed earlier
in this response, milestone billings are a negotiated item in each contract and
not related to the revenue recognized under the percentage-of-completion method
of accounting. Examples of situations where this circumstance may occur include
(1) significant contractual milestone billings based on final delivery of
hardware, (2) progress billings based on less than 100% of costs incurred, (3)
contractual milestone billings where specific costs must be incurred prior to
achievement of the milestone, or (4) terms that require withholding of a
percentage of milestone billings pending the passage of a specific time period
subsequent to the completion of a contract (i.e., a quasi-performance bond is
built into billing terms of the contract).

ACCOUNTING POLICY FOR ANTICIPATED COST OVERRUNS. The estimated manufacturing
cost-at-completion for each contract is reviewed on a routine periodic basis by
the respective program team. As permitted by SOP 81-1 and SFAS No. 5, the
program team periodically adjusts the estimated cost-at-completion based on
actual cost incurred, progress made, and estimates of the costs required to
complete the contractual requirements (including the estimated cost of risks
that meet the standards for recognition - i.e., estimatable and probable - of
SFAS No. 5). When the estimated manufacturing cost-at-completion exceeds the
contract value, then the contract is written down to its net realizable value
(i.e., cumulative sales recognized cannot exceed the contract price less the
estimated cost-to-complete); this accounting treatment has the effect of
immediately recognizing 100% of the loss resulting from cost overruns. The
Company will expand its footnote disclosure of significant accounting policies
in future filings to include its policies concerning cost overruns.

6. "...[D]ISCLOSE YOUR BASIS FOR ESTIMATED FEE EARNED ON COST-REIMBURSEMENT
CONTRACTS AS ADDRESSED IN NOTE 1 ON PAGE 52. ADDITIONALLY, DISCLOSE YOUR
ACCOUNTING POLICY FOR RATE VARIANCES AND HOW THEY IMPACT YOUR MEASUREMENT OF
REVENUES..."

BASIS FOR ESTIMATED FEE EARNED ON COST-REIMBURSEMENT CONTRACTS. To determine the
amount of fee to be recognized on cost-reimbursement contracts, the type of fee
is first examined. Contracts may have a fixed fee, award fee, incentive fee or a
combination of these.

A fixed