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[MOCON Letterhead]

July 15,
2005

VIA EDGAR AND FACSIMILE

United
States Securities and Exchange Commission

Division of Corporation Finance
Station Place
100 F Street N.E.
Washington, D.C. 20549
Attn:       Angela Crane, Branch Chief

Mail Stop 6010

RE:         MOCON, Inc.

Form 10-K for the Fiscal Year
Ended December 31, 2004

File No. 000-09273

Dear
Ms. Crane:

The
following information is supplied in response to the information requests made
by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its letter dated June 16, 2005 (the “Comment Letter”) regarding MOCON, Inc.’s
annual report on Form 10-K for the fiscal year ended December 31,
2004.

The
following responses to your comments are numbered to correspond to the numbered
paragraphs contained in your letter dated June 16, 2005. For the
convenience of the Staff’s review, we have set forth the comments contained in
the Staff’s Comment Letter above each of our corresponding responses.

Note 1 – Summary of Significant Accounting Policies – Page F-6

Revenue Recognition, Page F-8

1.      Comment:

Your disclosure regarding revenue recognition is too
vague.  Expand future filings to describe
your revenue recognition policy in greater detail.  To the extent that policy differs among
significant product lines (i.e. permeation products, weighing and
pharmaceutical products, etc.), please make your disclosure product line
specific.  Details should be provided to
the extent that policy differs among the various marketing venues used by the
company, i.e. distributors, direct sales force and independent sales
representatives.  Also, if the policies
vary in different parts of the world those differences should be
discussed.  Provide details of discounts,
returns policies, post shipment obligations, customer acceptance, warranties,
credits, rebates, and price protection or similar privileges and how these
impact revenue recognition.  Also provide
an analysis that explains your revenue recognition practices and demonstrates
that your policies are SAB 104 and SFAS 48 compliant.

Response:

Overview:

We recognize revenue when it is realized or
realizable and earned.  In accordance
with the Securities and Exchange Commission Staff Accounting Bulletin No. 104
(SAB 104), Revenue Recognition, we consider revenue
realized or realizable when persuasive evidence of an arrangement exists, the
product has been shipped or the services have been provided to the customer,
title and risk of loss of products has passed to the customer, the sales price
is fixed or determinable, and collectibility is reasonably assured.

Analysis:

Revenues from all of our product sales are
recognized upon shipment.  Our equipment
is sold via standard purchase orders. Customer acceptance of our products is
not required.  Our terms are F.O.B.
shipping point and do not include a right of return, which makes SFAS 48 not
applicable.  Title and risk of loss is
transferred to the buyer at the time of shipment.  Service revenue is recognized when services
are completed.  Our products are shipped
from our factory checked out and ready to operate.  As part of the purchase price for some of our
more expensive instruments, we do include, at no additional charge, the labor
cost for one or two days of on-site customer training by one of our
technicians.  This training is not
essential to the product’s functionality.
As evidence of this fact, because the customer has to pay the
transportation and lodging costs associated with training, some customers
choose to forego the training rather than pay even a minor cost for the
training.  Under our invoice terms, full
payment is due regardless of when or if we perform this training.  These same training services are offered
separately at standard prices for less expensive instruments, and also for
customers needing additional training due to personnel turnover or other
reasons.  Because there is specific
objective evidence available regarding the fair value of customer training
services, in those cases where training services are included in the price of
the instrument, we defer recognition of an amount of revenue equal to the fair
value of training services not yet performed at the end of each reporting
period.

Our revenue recognition policy does not differ among
our various product lines, our marketing venues, or various geographic destinations.  We primarily use our direct sales force to
market our products and services in the United States, Canada, and Germany, and
a network of independent representatives to market our products and services in
other foreign countries.  We do not have distributors
who stock our equipment.  We do not offer
rebates, price protection, or other similar incentives, and discounts when
offered are recorded as a reduction in revenue.
We do offer a standard warranty covering our equipment and services, with
warranty periods ranging from ninety days to one year from the date of
sale.  Estimated warranty costs are
accrued in the same period in which the related revenue is recognized,
utilizing historical experience and our expectations regarding future
conditions.

Shipping and handling charges billed are recognized
in revenues, and the related costs are classified in cost of sales.

We will expand our future filings to describe our
revenue recognition policy in greater detail.

2.      Comment:

Your revenue recognition policy states that you generally recognize revenue upon shipment
or completion of services when “persuasive evidence of an arrangement exits . .
.”   If revenue has been recognized prior to
criteria being met or completion of services, please tell us the circumstances
for such revenue recognition and the basis for the accounting treatment.  Otherwise, revise future filings to clarify.

Response:

We have not recognized revenue prior to the proper
criteria being met or completion of services, and we will revise future filings
to clarify.

Note 13 – Acquisitions, Page 13

3.      Comment:

We note that you are obligated to make three future “earn-out”
payments based on the net profits of Lippke in 2004, 2005 and 2006.  Tell us your accounting for these payments
and the consideration given to EITF 95-8.
Revise future filings to expand your disclosures to more fully comply
with the disclosure requirements of paragraph 13 (a) and (b) of FIN
45.

Response:

The issue addressed by EITF 95-8 is whether contingent
consideration represents an adjustment of the purchase price of an acquired
enterprise, or compensation for services, use of property, or profit
sharing.  The determination is based on a
number of indicators, namely factors including continuing employment, factors
involving components of a shareholder group, factors involving reasons for
contingent payment provisions, factors involving formula for determining
contingent consideration, and factors involving other agreements and issues.  The applicability of these various indicators
is discussed in more detail below.

Factors involving terms of continuing employment:

There is no employment relationship between Lippke
and its former parent company (the selling shareholder), nor between MOCON, Inc.
and our subsidiaries other than Lippke, and the selling shareholder.  The selling shareholder is a corporation,
which post-acquisition is not providing Lippke, nor MOCON , Inc. or any of
our other subsidiaries, with services.
In addition, none of the selling shareholder’s employees or related
entities is providing Lippke, or MOCON, Inc. or any of our other
subsidiaries, with services.

Factors involving components of shareholder group:

Lippke’s former parent was the sole shareholder;
therefore, this factor is not applicable.

Factors involving reasons for contingent payment provisions:

The initial consideration paid at the time of the
transaction closing was at the low end of the valuation range for Lippke, and
the contingent formula is related to that valuation approach.  There were no prior profit-sharing
arrangements.

Factors involving formula for determining contingent
consideration:

The formula used to arrive at the calculation of the
earn-out is 55 percent, 55 percent, and 50 percent of annual earnings for the
years ending December 31, 2004, 2005, and 2006, respectively.  These percentages are more than the 10
percent example, and less than the five times example, used in EITF 95-8.  The earn-out formula for determining the
contingent consideration is therefore not a strong indicator of whether the
earn-out payments are an adjustment to purchase price, or compensation for
services, use of property, or profit sharing.

Factors involving other agreements and issues:

The selling shareholder is not providing Lippke, nor
MOCON, Inc. or any of our other subsidiaries, with any use of property,
non-employment related services, nor anything else, of value.

Based on the factors outlined in EITF 95-8, we have
accounted for the earn-out payments based on the net profits of Lippke in 2004,
2005 and 2006, as additional purchase price.  The contractual minimum future earn-out
payments were recorded at the time of the acquisition based on the present
value of the future minimum payment amounts.
Any earn-out amounts in excess of the contractual minimums pursuant to
the earn-out formula will be recorded when incurred.  Differences between the actual earn-out
payment amounts and the initial minimum amounts recorded at the time of the
acquisition will be recorded as an increase in goodwill and treated in
accordance with SFAS 142.  The allocation
of earn-out payments, along with the rest of the purchase price, was based on our
assessment of the fair value of identifiable intangible

assets, and certain property, plant and equipment.  As part of our assessment process, we
utilized a valuation provided to us by an independent third-party appraiser.

We will revise future filings to expand our
disclosures to more fully comply with the disclosure requirements of paragraph
13 (a) and (b) of FIN 45.

4.      Comment:

As a related matter we note from your disclosure on page 18,
that you made a final dividend payment of $449,087 to Lippke’s former parent
company.  Please tell us how you
accounted for this payment, citing any authoritative literature upon which you
relied.

Response:

This dividend payable was an obligation of Lippke to
its former parent company. This $449,087 amount was for profits earned by
Lippke in 2003, prior to the acquisition of Lippke by MOCON which was effective
January 1, 2004.  This amount was owed
to the former parent company, remained a liability until it was subsequently
paid by Lippke during 2004, and was included in the purchase price allocation
calculation required under SFAS 141.

* * * * *

In connection with this response, the Company
acknowledges the following:

•        The Company is responsible for the adequacy
and accuracy of the disclosure in the filings;

•        Staff comments or changes to disclosure in
response to Staff comments do not foreclose the Commission from taking any
action with respect to the filing; and

•        The Company may not assert Staff comments as
a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

After you have had an opportunity to review the
above responses to your comments, please contact me at 763-493-6370 to discuss any further
questions or comments you might have.

Sincerely,

  /s/ Dane D. Anderson

  Dane D. Anderson

  Chief Financial Officer

  MOCON, Inc.

cc:         Eric Atallah – Securities and Exchange
Commission

Martin James – Securities and Exchange Commission

Amy Culbert, Oppenheimer Wolff & Donnelly
LLP

Tom Garton – KPMG LLP

Robert Demorest – MOCON, Inc.

Richard Proulx – Audit Committee Chairman, MOCON, Inc.

Dean Chenoweth – Audit Committee, MOCON, Inc.

J. Leonard Frame – Audit Committee, MOCON, Inc.

Robert Gallagher – Audit Committee, MOCON, Inc.