SecProbe.io

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                                  May 13, 2005

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W., Mail Stop 03-06
Washington, D.C.  20549

         Re:      O.I. Corporation
                  Form 10-K for the year ended December 31, 2004
                  File No. 000-06511

Ladies and Gentlemen:

                  O.I. Corporation, an Oklahoma corporation (the "Company") has
received your letter dated May 2, 2005 (your "Comment Letter") addressed to Juan
Diaz, Vice President - Corporate Controller of the Company, pursuant to which
you provided a comment from the staff (the "Staff") of the Securities and
Exchange Commission (the "SEC") on the Form 10-K for the year ended December 31,
2004 (the "Form 10-K"). Set forth below is the Company's response to such
Comment Letter. For your convenience, the comments contained in your Comment
Letter are set forth verbatim in the italicized paragraphs below. The Company's
response appears in the plain text following each comment.

Financial Statements - Page 26

Notes to Consolidated Financial Statements - Page 30

Note 2.  Investment in Unconsolidated Investee - Page 34

1.       We note that you purchased the assets of Intelligent Ion, Inc. for
         approximately $600,000 and expensed $483,000 of in-process research and
         development related to this acquisition during December 2004. Tell us
         supplementally and revise future filings to address the following:

         a.       Tell us whether you considered this a purchase of a business
                  or a purchase of assets. Refer to EITF 98-3.

         O. I. CORPORATION'S RESPONSE TO COMMENT 1.A.

         Prior to our purchase of the assets of Intelligent Ion, Inc.,
         ("Intelligent Ion") we evaluated whether the contemplated transaction
         constituted a business or a purchase of assets, and the need to present
         the separate financial statements of Intelligent Ion in a filing. Based
         upon our review of SFAS 141, EITF 98-3, and Rule 11-01(d) of Regulation
         S-X, as detailed in the following paragraphs, we concluded that since
         Intelligent Ion was a company in the development stage, and had not
         commenced planned principal operations as of December 2004, that it was
         presumed not

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         to be a business at the time of our purchase of their assets.
         Therefore, we considered our transaction with Intelligent Ion to be
         a purchase of assets.

         b.       If you concluded this was a purchase of assets, support your
                  conclusion with your detailed analysis of the criteria of EITF
                  98-3 and reference to any other authoritative guidance you
                  relied upon.

         O. I. CORPORATION'S RESPONSE TO COMMENT 1.B.

         We reached our conclusion that the purchase of Intelligent Ion was a
         purchase of assets based upon our knowledge of their company and what
         we received in exchange for the purchase price. To the Company, the
         fair value of the assets purchased from III resides in the access to
         the research and development on potential new products
         completed-to-date and in the intellectual property resulting from the
         research and development.

         According to EITF 98-3, a business is a self-sustaining integrated set
         of activities and assets conducted and managed for the purpose of
         providing a return to investors. A business consists of (a) inputs,
         such as long-lived assets, including intangible assets, or rights to
         the use of long-lived assets, intellectual property, the ability to
         obtain access to necessary materials or rights, employees; (b)
         processes applied to those inputs, such as the existence of systems,
         standards, protocols, conventions, and rules that act to define the
         processes necessary for normal, self-sustaining operations, including
         (i) strategic management processes, (ii) operational processes, and
         (iii) resource management processes; and (c) resulting outputs that are
         used to generate revenues. For a transferred set of activities and
         assets to be a business, it must contain all of the inputs and
         processes necessary for it to continue to conduct normal operations
         after the transferred set is separated from the transferor, which
         includes the ability to sustain a revenue stream by providing its
         outputs to customers. A transferred set of activities and assets fails
         the definition of a business if it excludes one or more of the above
         items such that it is not possible for the set to continue normal
         operations and sustain a revenue stream by providing its products
         and/or services to customers. In addition, Rule 11-01(d) of Regulation
         S-X for determining whether a purchase is a business looks to
         attributes of the acquisition similar to those in EITF 98-3 to evaluate
         in light of the facts and circumstances involved whether a lesser
         component of an entity may also constitute a business.

         Inputs

         At the time of the purchase, Intelligent Ion's operations consisted
         entirely of research & development focused on the development of a
         single product, a miniaturized combination Gas Chromatograph/Mass
         Spectrometer (a "GC/MS"). At the time of acquisition, the potential
         GC/MS product required substantial more research and development,
         including proof-of-concept of the principle intellectual property
         obtained in the asset purchase.

         In exchange for the purchase price, we primarily received intellectual
         property and other intangible assets, namely research & development,
         e.g., prototypes and experimental components. We also received patents,
         the Intelligent Ion logo, and the Intelligent Ion name. However, the
         patents that we received from Intelligent Ion were still in various
         stages of the application process in the U.S. and abroad, and
         significant expenditures will be required to prosecute the applications
         under U.S. and international laws. We also assumed license agreements
         with certain institutions

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         of higher learning for licenses of patents and technologies that are
         central to the development of any potential product discussed above.

         We were unsuccessful in our efforts to include Intelligent Ion's eight
         employees who were developing the GC/MS in the purchase transaction;
         therefore, we lost access to virtually all of Intelligent Ion's
         know-how and institutional knowledge. Only one full-time former
         Intelligent Ion employee remains from the original Intelligent Ion
         development team. Qualified scientists and engineers with requisite
         knowledge and skills suited to this type of research are scarce, and
         the loss of employees' knowledge in the R&D effort was significant. We
         have expended considerable effort to regain that knowledge.

         Processes and Outputs

         Intelligent Ion was in the development stage and did not have the
         processes required for normal, self-sustaining operations, so several
         crucial elements of a business were missing, such as shipping and
         receiving, an inventory management system (including part number
         assignments for components in the product), a system to manage product
         design changes, sales processes, customers list, installed base of
         products sold, after sale customer support system, or cash flow from
         product sales. Furthermore, a substantial amount of development is
         required to complete the product design now in process before we can
         release a product for sale, and no assurances can be given that a
         product will result from such efforts.

         To summarize, our analysis of what we received in the transaction in
         the context of EITF 98-3 would be as follows.

         Step 1 - Identify elements of transferred set

         The set includes:
         1.   Research & development, e.g., prototypes and experimental
              components
         2.   Patent applications
         3.   Agreements with certain institutions of higher learning to assume
              licenses of patents and technologies
         4.   Certain consulting contracts to purchase services and certain
              contracts to purchase prototype material components to be used in
              research & development

         Step 2 - Compare elements to those necessary for normal operations

         The set does not include:
         1.   A product that performed any of the minimum functions necessary
              to be recognized as a GC/MS
         2.   Employees, i.e., original Intelligent Ion development team
         3.   Operational processes
         4.   Ability to access customers or source of revenues

         Step 3 - Assess whether missing elements conclude not a business

         The missing elements taken as a whole are more than minor because they
         cannot be obtained easily and require significant costs to obtain. The
         set is not able, on a stand-alone basis, to reach a level of continuing
         normal operations, including the need for creating a sustainable
         revenue stream, and therefore, is not a business. A similar analysis of
         the attributes listed in Rule 11-01(d) of Regulation S-X that are
         missing results in the same conclusion. Furthermore, Intelligent

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         Ion, Inc. was a company in the development stage, was not a going
         concern, and had not commenced planned principal operations as of
         December 2004; therefore, according to the guidance in EITF 98-3, it
         was presumed not to be a business at the time of our purchase of their
         assets.

         c.       If you concluded this was a purchase of a business, revise
                  future filings to provide all of the disclosures required by
                  paragraphs 51-55 of SFAS 141.

         O. I. CORPORATION'S RESPONSE TO COMMENT 1.C.

         As previously discussed in our response to comment 1.b., we considered
         the elements relating to determining whether the purchase was a
         purchase of assets or a purchase of a business and concluded that it
         was a purchase of assets and not a business combination; therefore, the
         disclosures of paragraphs 51-55 of SFAS 141 are not required.

         d.       Further to (c) above, if this business acquisition meets the
                  requirements of Rule 3-05 and Article 11 of Regulation S-X,
                  amend your Form 8-K dated December 29, 2004 to include the
                  required financial information. Provide us with your
                  significance calculations as set forth under Rules 3-05(b) and
                  11-01(b) of Regulation S-X.

         O. I. CORPORATION'S RESPONSE TO COMMENT 1.D.

         As previously discussed in our response to comment 1.b., we concluded
         this was a purchase of assets and not a business combination;
         therefore, the significance calculations as set forth under Rules 3-05
         (b) and 11-01 (b) of Regulation S-X were not required.

                  In addition, as requested in the Comment Letter, the Company
acknowledges the following:

                  1. The Company is responsible for the adequacy and accuracy of
the disclosure in the Form 10-K.

                  2. Staff comments or changes to disclosure in response to
Staff comments do not foreclose the SEC from taking any action with respect to
the Form 10-K.

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

                  If you have any further comments, please contact the
undersigned by telephone at (979) 690-5246 or by fax at (979) 690-6975. Thank
you in advance for your prompt consideration of the response in this letter.

                                       Very truly yours,

                                       O. I. CORPORATION

                                       By: /s/ Juan Diaz
                                           -------------------------------------
                                           Juan Diaz
                                           Vice President-Corporate Controller

cc:      Tara Harkins
         Kevin Vaughn

         Kin Gill
         Andrews Kurth LLP

         Edward Beazley
         Grant Thornton LLP
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