SecProbe.io

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(EMS Technologies LOGO)                                  EMS TECHNOLOGIES, INC.
     The Science of Wireless Communications              PO BOX 7700
                                                         NORCROSS, GA 30091.7700
                                                         TEL 770.729.6512
                                                         FAX 770.729.6543
                                                         shell.g@ems-t.com

                               September 20, 2005

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

RE: SEC comment letter dated July 12, 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:

FORM 10K/A AMENDMENT NO. 1 FOR THE YEAR ENDED DECEMBER 31, 2004

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

REVENUE RECOGNITION ON LONG-TERM CONTRACTS, PAGE 32

1. "WE NOTE YOUR RESPONSE TO PRIOR COMMENT 5. IN YOUR RESPONSE, YOU CITED
"SIGNIFICANT CONTRACTUAL MILESTONE BILLINGS BASED ON FINAL DELIVERY OF HARDWARE:
AS AN EXAMPLE OF A SITUATION WHERE REVENUE IS RECOGNIZED IN EXCESS OF BILLINGS.
IN THE SUBJECT INSTANCE, PENDING THE ACHIEVEMENT OF THE BILLING MILESTONES BASED
ON FINAL DELIVERY OF HARDWARE, TELL US HOW IT IS POSSIBLE TO RECOGNIZE HARDWARE
REVENUES IN EXCESS OF BILLINGS. TELL US YOUR CONSIDERATION OF TOPIC 13.A.3(B) OF
SAB 104 WITH RESPECT TO CUSTOMER ACCEPTANCE OF HARDWARE DELIVERABLES."

Topic 13.A.3(b) of SAB 104 suggests that a seller's performance is not completed
until final customer acceptance has been obtained, which would appear to support
the completed-contract method of revenue recognition and to prohibit recognition
of revenue in excess of billings. However, the concept of performance is subject
to considerable clarification when applied to long-term contracts, as described
in the higher level accounting literature, SOP 81-1. Specifically, para .22 SOP
81-1 states that "... performance [under long-term contracts] is, in effect, a
continuous sale (transfer of ownership rights) that occurs as the work
progresses," and therefore revenues should be recognized as work progresses.
SOP 81-1 continues... "[f]inancial statements based on the
percentage-of-completion method present the economic substance of a company's
transactions and events more clearly and more timely than financial statements
based on the completed-contract method, and they present more accurately the
relationships between gross profit from contracts and related period costs."

<PAGE>

                                                  Response to SEC comment letter
                                                  (Continued)

                                                  September 20, 2005

Para. 23 of SOP 81-1 describes the specific circumstances for which it is
appropriate to use the percentage-of-completion method:

     (1) "Reasonably dependable estimates can be made"

     For over 30 years, the Company has been a key supplier on numerous large,
     complex, long-term contracts in the defense and space industries. The
     Company has long-established and well-documented processes for the
     development, review and monitoring of engineering estimates that underlie
     the application of the percentage-of-completion method of accounting.

     (2) "Contracts executed by the parties normally include provision that
     clearly specify the enforceable rights regarding goods or services to be
     provided and received by the parties"

     Contract performance requirements are described in great detail in each
     contract, and are discussed on a routine basis with the customer in
     preliminary and critical design review meetings to ensure that all parties
     agree on the design specifications. Certain provisions are especially
     important in the context of percentage-of-completion accounting, including
     contract termination provisions. For example, if a contract is terminated
     "for convenience" (i.e., for the benefit of the customer), the customer
     must reimburse the Company for all costs that have been incurred to meet
     the contract performance requirements. Further, the customer cannot
     terminate the contract "for cause" (i.e., the Company has not performed to
     the contract specifications) without allowing adequate time to remediate
     any performance issues.

     (3) "The buyer can be expected to satisfy his obligations under the
     contract"

     The Company's customers in the defense and space areas are typically prime
     contractors or agencies of the U.S. government. Due to the rigorous
     technical demands of defense and space contracts, these prime contractors
     are typically very large (i.e., "Fortune 100" size companies) and
     well-capitalized, and they have exceptional technical competence and depth.

     (4) "The contractor can be expected to perform his contractual obligations"

     The Company has established a long, successful track record as a major
     supplier of communications components, as well as complex subsystems and
     systems to the defense and space industries. The Company is widely
     recognized for its technological competence and depth.

Based on these factors, the Company is qualified to use percentage-of-completion
for its long-term contracts, which will occasionally result in revenues being
recognized in excess of billings, or prior to final delivery of hardware.

                                    Page -2-

<PAGE>

                                                  Response to SEC comment letter
                                                  (Continued)

                                                  September 20, 2005

ITEM 9A. CONTROLS AND PROCEDURES, PAGE 37

2. "WE NOTE YOUR RESPONSE TO OUR PRIOR COMMENT 11 AND REITERATE OUR COMMENT. AS
DISCLOSED, THE COMPANY HAD A MATERIAL WEAKNESS IN INTERNAL CONTROLS RELATED TO
REVENUE RECOGNITION FOR MULTIPLE DELIVERABLE. PLEASE IDENTIFY THE FACTORS (NOT
PREVIOUSLY CONSIDERED) THAT YOU NOW CONSIDER IN THE TIMING AND MEASUREMENT OF
REVENUES IN MULTIPLE ELEMENT ARRANGEMENT. SPECIFICALLY TELL US HOW YOU IDENTIFY,
EVALUATE AND VALUE ELEMENTS OF CONTRACTS INVOLVING MULTIPLE DELIVERABLES
PURSUANT TO THE REQUIREMENTS OF EITF 00-21."

The Company had previously established processes at each division that included
an assessment of sales contracts and identification/evaluation of bundled sales
arrangements where hardware items (and service, if applicable) are to be
delivered separately. Due to the complexity of the issues raised by EITF 00-21,
we have begun to standardize the form of the internal documentation of our
assessments, to ensure that we have appropriately considered all of the
requirements of EITF 00-21. Further, in advance of recording revenue from a
bundled sales arrangement, divisional controllers must now consult directly with
senior corporate finance staff to confirm the appropriate accounting treatment
under the provisions of EITF 00-21.

Three of our standard-product divisions (e.g., LXE, EMS Wireless, and SATCOM)
are well-established and have a large customer base, and most sales contracts
have a consistent structure. In these divisions, the process for identifying
bundled arrangements is exception-based, focusing on those few contracts that
have special terms or unique product configurations.

However, our SatNet division operates in an emerging market, and contract terms
are not consistent. The SatNet division is where we encountered difficulties
with EITF 00-21 in 2004, leading to the identification of a material weakness
reported in the 2004 Form 10-K. To remediate that material weakness, the SatNet
divisional controller now consults directly with senior corporate finance staff
to perform a more detailed assessment of each contract in advance of recording
revenue. This expanded consultation includes review not only of the
internally-prepared standard assessment documents but also the contract and, if
necessary, other related documents such as the request for proposal and
pre-contract correspondence.

The Company's standard processes for analyzing bundled arrangements address the
specific requirements for separate accounting treatment, including:

     (1) obtaining objective and reliable evidence of fair value of the
     undelivered items;

     (2) determining if the delivered item has value to the customer on a
     standalone basis and;

     (3) determining if the delivery or performance of the undelivered items is
     considered probable and substantially within the Company's control when the
     arrangement includes a general right of return.

The principal issue that led to the material weakness, and that we have expanded
our procedures to address, is the potential significance of software that may be
loaded into certain hardware deliverables. As a result, the separation criteria
in our standard assessment have now been expanded (as per the procedures
generally described in Item 9A) to include more comprehensive consideration of
the following specific guidance of SOP 97-2:

                                    Page -3-

<PAGE>

                                                  Response to SEC comment letter
                                                  (Continued)

                                                  September 20, 2005

     (4) assessment whether software is a key element (i.e., not incidental) in
     providing the desired functionality of an undelivered piece of hardware,
     and

     (5) assessment of whether there is post-contract software support that will
     enhance functionality.

In the event that software is more than incidental to an undelivered item or
post-contract support is not related to warranty terms, then in accordance with
SOP 97-2, the software's fair value can only be established by "vendor-specific
objective evidence" (i.e., value in a separate, standalone arrangement).

If fair value of undelivered items can be established, then we continue to use
the residual method to allocate the contract value to the delivered items for
revenue recognition. We recognize the remaining contract value as revenue when
undelivered items are delivered. [No change from prior practice]

If fair value of undelivered items cannot be established (even if management
believes that such items are incidental to the total system sold), then we do
not recognize revenues until all the items lacking an appropriately determined
fair value have been delivered. [No change from prior practice]

3. "SUPPLEMENTALLY TELL US IF THE MATERIAL WEAKNESS IN INTERNAL CONTROLS WAS
CONFINED TO THE SATNET DIVISION AND DISCLOSE THIS IN YOUR FUTURE FILINGS. IT
APPEARS FROM THE DISCLOSURE IN THE FORM 10-K/A THAT THE MATERIAL WEAKNESS
BROADLY APPLIED TO REVENUE RECOGNITION FOR MULTIPLE DELIVERABLES UNDER CONTRACTS
INVOLVING DELAYED DELIVERY OF EQUIPMENT, RELATED SOFTWARE AND FUTURE SERVICES
THAT ARE SUPPLEMENTAL TO THE PRIMARY EQUIPMENT SOLD"

The material weakness in internal controls reported in Item 9 of our report on
Form 10-K/A Amendment No. 1 for the year ended December 31, 2004, was confined
to the SatNet division, and specifically the accounting for revenue recognition
for certain equipment, related software and future services that were
supplemental to the total systems being sold by that division. Subsequent to the
filing of the 2004 Form 10-K, the Company adopted a plan of disposal for the
SatNet division, and SatNet is no longer reported as a part of continuing
operations. If the material weakness reported in 2004 is not effectively
remediated, then the Company will expand its disclosure of controls and
procedures in future filings to clarify that the material weakness relates to
the SatNet division.

                                    Page -4-

<PAGE>

                                                  Response to SEC comment letter
                                                  (Continued)

                                                  September 20, 2005

(4) TRADE ACCOUNTS RECEIVABLE, PAGE 57

4. "WE NOTE YOUR RESPONSE TO OUR PRIOR COMMENT 14 AND REISSUE OUR COMMENT. AS
REQUIRED UNDER RULE 5-02(3)(C) OF REGULATION S-X, STATE SEPARATELY (1) BALANCES
BILLED BUT NOT PAID BY CUSTOMERS UNDER RETAINAGE PROVISIONS IN CONTRACTS; (2)
UNBILLED AMOUNTS REPRESENTING THE RECOGNIZED SALES VALUE OF PERFORMANCE AS OF
THE BALANCE SHEET DATE AND A GENERAL DESCRIPTION OF THE PREREQUISITES FOR
BILLING; (3) BILLED OR UNBILLED AMOUNTS REPRESENTING CLAIMS OR OTHER SIMILAR
ITEMS SUBJECT TO UNCERTAINTY CONCERNING THEIR DETERMINATION OR ULTIMATE
REALIZATION WHICH IN YOUR PARTICULAR CIRCUMSTANCE COULD INCLUDE AMOUNTS RELATED
TO LONG-TERM CONTRACTS DENOMINATED IN A CURRENCY OTHER THAN THE FUNCTIONAL
CURRENCY. ADDITIONALLY, PLEASE CONFIRM AND DISCLOSE IN FUTURE FILINGS THAT
AMOUNTS DUE UNDER LONG-TERM CONTRACTS, INCLUDING RETAINAGES, ARE EXPECTED TO BE
COLLECTED IN ONE YEAR."

Balances billed but not paid under retainage provisions

The Company does not have balances billed but not paid by customers under
retainage provisions in contracts.

Unbilled amounts

The Company currently discloses, within the accounts receivable footnote, the
balance of unbilled amounts representing the recognized sales value of
performance as of the balance sheet date. In the footnote disclosure of
significant accounting policies, the Company further discloses that many
long-term contracts provide for "periodic payments." However, in future filings,
we will expand the revenue recognition accounting policy disclosure to include
the following general description of the prerequisites for billing:

     "Under long-term contracts, the prerequisites for billing the customer for
     periodic payments generally involve the Company's achievement of
     contractually specific, objective milestones (e.g., completion of design,
     testing, or other engineering phase, delivery of test data or other
     documentation, or delivery of an engineering model or flight hardware)

Additionally, in future filings, the Company will clarify its position that the
amounts due under long-term contracts are expected to be collected within one
year.

Billed or unbilled amounts representing claims subject to uncertainty

In continuing operations, only the Company's SATCOM division in Canada has
long-term contracts that are denominated in a currency other its functional
currency. These particular contracts are not significant either in number or
amount to the Company's operations, and they relate only to a portion of the
activity within a single product-line offered at the SATCOM division. These
contracts are denominated in U.S. dollars rather than Canadian dollars. Because
the Company is a U.S. entity that reports its consolidated financial statements
and footnotes in U.S. dollars, the SATCOM division's receivables for long-term
contracts, as consolidated and reported within the Company's financial
statements, are not subject to uncertainty about the amount to be collected.

                                    Page -5-

<PAGE>

                                                  Response to SEC comment letter
                                                  (Continued)

                                                  September 20, 2005

FORM 10K/A AMENDMENT NO. 2 FOR THE YEAR ENDED DECEMBER 31, 2004

ITEM 9A. CONTROLS AND PROCEDURES, PAGE 3

(B) MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING,
PAGE 3

5.1 "WE NOTE YOUR STATEMENT THAT