SecProbe.io

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                              WSI Industries, Inc.
                                213 Chelsea Road
                              Monticello, MN 55362

                                 March 25, 2005

VIA EDGAR

Kaitlan Tillan
Accounting Reviewer
Securities and Exchange Commission
Mail Stop 3-6
Washington, D.C. 20549

Re:   WSI Industries, Inc.
      Form 10-K for the fiscal year ended August 29, 2004
      Form 10-Q for the quarter ended November 28, 2004
      File No. 0-27892

Dear Ms. Tillan:

      As requested, we are responding to your letter dated March 2, 2005. For
convenience and clarity, we have set forth the text of your comments below. We
are responding to the comments in the order presented.

Form 10-K for the Fiscal Year Ended August 29, 2004
Management's Discussion & Analysis of Financial Condition and Results of
Operations-Page 7
Results of Operations Page-8

1.    With respect to your discussion of the reasons for changes in revenues,
      please respond to the following comments:

      (A)   Please revise future filings to quantify the amount of revenues from
      each of your major markets. We note the disclosure on page 2. Please
      reconcile that disclosure with your disclosure on page 8.

      RESPONSE: The Company hereby offers as clarification the following table
      reconciling the disclosures on pages 2 and 8 of the Company's Form 10-K
      for the year ended August 29, 2004:

<PAGE>

Kaitlan Tillan
Accounting Reviewer
Securities and Exchange Commission
March 25, 2005

<TABLE>
<CAPTION>
                                      Taurus Subsidiary
                                -------------------------------    Bowman     Total
                                  2004        2003       2002       2002      2002
                                ---------  ---------  ---------  ---------  ---------
<S>                             <C>        <C>        <C>        <C>        <C>
Rec. Vehicle                    $   9,107  $   8,034  $   4,782  $       -  $   4,782

Aerospace & Defense             $   1,614  $   1,659  $   2,221  $       -  $   2,221

Agriculture                     $       -  $       -  $       -  $   2,695  $   2,695

Construction/Power Systems      $       -  $       -  $       -  $   1,348  $   1,348

Computer tape drive parts       $     360  $     693  $     983  $       -  $     983

Small engine parts              $     272  $     290  $     390  $       -  $     390

Other                           $     172  $     117  $      69  $     460  $     529
                                ---------  ---------  ---------  ---------  ---------

Total Sales                     $  11,525  $  10,793  $   8,445  $   4,503  $  12,948
                                =========  =========  =========  =========  =========
</TABLE>

   In future filings, the Company will disclose the amount of revenues from each
   of its major markets.

   (B) Please tell us and explain in future filings the significant reasons for
   the increase in sales to the recreational vehicle market.

   RESPONSE: The increase in sales in the recreational vehicle market from
   fiscal year 2003 to fiscal year 2004 was primarily due to the impact of
   orders from the Company for a new component part in its motorcycle program.
   The existence of this new business has been disclosed in press releases since
   June 2004. The increase in sales from fiscal year 2002 to fiscal year 2003
   relates to increases in quantities ordered from the Company's customer in
   both the all-terrain vehicle and motorcycle programs. The Company believes
   that the increase is due to its customer selling more all-terrain vehicles
   and motorcycles for which these parts are manufactured. In future filings,
   the Company will explain the significant reasons for increases in sales in
   its markets.

   (C) Supplementally and in future filings, please quantify, to the extent
   practicable, and discuss the reasons for all significant changes in revenues;
   including offsetting factors such as the decline in sales to the aerospace
   and avionics market over the past three years.

   RESPONSE: In future filings, the Company will describe significant changes in
   revenues

2
<PAGE>

Kaitlan Tillan
Accounting Reviewer
Securities and Exchange Commission
March 25, 2005

   and quantify these significant changes to the extent practicable. The Company
   refers its response to your Comment No. 1(A) for a quantification of the
   changes in revenues in each of its markets. The Company also refers to the
   response provided in response to your Comments No. 1(B) to explain and
   quantify the changes in revenues in the recreational vehicle markets. The
   Company also refers to the response provided in response to your Comments No.
   1(D) to explain and quantify the changes in revenues in the Company's other
   markets. For the decline in sales to the aerospace and avionics market over
   the last three years, the Company believes that the decline is due to the
   general slowdown that occurred in these industries due to the events of
   September 11, 2001, as well as increased competition from other suppliers.
   For the decline in the Agriculture and Power Systems markets, the explanation
   was that the subsidiary that was responsible for sales to that market, Bowman
   Tool and Machining, Inc., was sold in fiscal 2002.

   (D) Please tell us and disclose in future filings the significant components
   of your other revenue. That is, the revenue that is not derived from the
   recreational vehicle or aerospace and avionics markets. It appears that
   revenues from this group were 7%, 11%, and 15% of sales in 2004, 2003, and
   2002. Tell us and disclose in future filings the significant reasons for the
   decline in this market.

   RESPONSE: With respect to fiscal year 2004, the two significant components of
   the Company's other revenue consist of mainframe computer tape drive
   components and small engine parts. The Company believes that the mainframe
   computer tape drive market has decreased in size over the last several years
   as computers in general have become smaller and faster, which has led to the
   decrease in the Company's sales. With respect to the small engines parts, the
   Company believes that the parts are repair or service oriented parts, and as
   the original small engines have been discontinued, the demand for these small
   engine parts has decreased.

   (E) Please see Item 303 (A)(3) of Regulation S-K, SAB Topic 13.B and Release
   33-8350.

2. Discuss uncertainties surrounding the realization of the deferred tax asset
   and material assumptions underlying your determination that the net asset
   will be realized If the asset's realization is dependent on material
   improvements over present levels of consolidated pre-tax income, material
   changes in the present relationship between income reported for financial and
   tax purposes, or material asset sales or other nonroutine transactions,
   describe these assumed future events, quantified to the extent practicable,
   in MD&A. For example, disclose the minimum annualized rate by which taxable
   income must increase during the NOL carryforward period if realization of the
   benefit is dependent on taxable income higher than currently reported. Also,
   if significant objective negative evidence indicates uncertainty regarding
   realization of the deferred asset, identify the countervailing positive
   evidence relied upon by management in its decision not to establish a full
   allowance against the asset.

3
<PAGE>

Kaitlan Tillan
Accounting Reviewer
Securities and Exchange Commission
March 25, 2005

   RESPONSE: The Company hereby offers as clarification the following analysis
   regarding the realization of the deferred tax assets:

   a) The deferred tax assets consist of two major pieces which relate the
   Company's NOL and the Company's AMT tax credit carryforwards.

   b) The Company is allowed to carry forward NOLs for a period of 15 - 20
   years. The Company's AMT tax credit carryforward does not expire per Internal
   Revenue Code 53.

   c) The Company's material NOL carryforwards expire over the following
   schedule:

<TABLE>
<CAPTION>
Amount of NOL                 Year Expires
-------------            ----------------------
<C>                      <C>
$     870,000            August 2009
$     415,000            August 2011
$   2,872,000            August 2021 and later
</TABLE>

   d) The Company's pretax income in fiscal 2004 was $76,557. However, included
   in that total were expenses associated with the relocation of the Company's
   operation to a new facility, as well as the cost of the second facility of
   $239,000. Without those costs, the Company's pretax income would have been
   approximately $316,000. As of February 2005, all costs related to relocation
   and operating two facilities has ended as the Company has completed the
   relocation.

   If the Company continues to have pretax income at the $316,000 adjusted
   figure, the NOL expiring in August 2009 will be utilized by August 2007. The
   NOL expiring in August 2011 will be utilized by August 2009 and the NOLs
   expiring in 2021 and beyond will be utilized in approximately 2017. However,
   with sales growth of 7% in 2004 and 39% in the first quarter of fiscal 2005,
   the Company feels that these utilization dates may be conservative. The
   Company also believes that the realization of the assets is not dependent on
   major improvements in taxable income beyond what it has seen in the past two
   fiscal years, nor is it dependent on any event outside the Company's ordinary
   course of business.

   The main uncertainty in realizing the NOLs would be the loss or significant
   reduction in orders of a major component that the Company manufactures. The
   Company cautions investors that this is a risk of the Company's business. If
   in fact a major program were discontinued, the Company would immediately
   assess the impact of the loss of the program on the realization of the
   deferred tax assets.

3. Please respond to the following comments regarding information on your
   Website:

   (A) We note from your website that you enter into multi-year agreements with
   your

4
<PAGE>

Kaitlan Tillan
Accounting Reviewer
Securities and Exchange Commission
March 25, 2005

   customers that include design engineering and other services. Please tell us
   and disclose in the notes to your financial statements in future filings the
   significant terms of these agreements. Supplementally explain how you
   consider these terms in your recognition of revenues and expenses under these
   agreements.

   RESPONSE: All of the Company's agreements with its customers allow the
   customer to cancel or alter the contract without penalty on short notice,
   typically 30-60 days. The agreements are non-exclusive and don't require the
   customer to purchase minimum quantities. In addition, the Company does not
   have a contract with its largest customer, which accounted for 79% of the
   Company's revenues for the fiscal year ended August 29, 2004. Because of the
   small amount of revenue derived from these agreements and their short-term
   nature, the Company does not believe its business is dependent upon these
   agreements or that these are otherwise material agreements. Further, the
   Company believes that disclosure of the existence of these agreements may
   suggest to investors a likelihood of future revenues.

   As disclosed in Note 1 to the notes to financial statements in the Company's
   Form 10-K for the fiscal year ended August 29, 2004, revenues from sales of
   product are recorded generally upon shipment. The Company does, however, have
   an agreement with a customer to provide product on a consignment basis. In
   this case, revenues are recognized when the customer notifies the Company
   that it has taken the product from the consigned inventory and utilized it in
   their production. Service revenues and expenses of design engineering and
   other services are recognized when the service is complete. The Company will
   disclose this, as well as the items addressed in 8 (B), in future filings.

   (B) Please tell us and disclose in future filings the nature of the new
   recreational vehicle market program that may result in a 20% increase in
   sales.

   RESPONSE: The new program is an additional component that the Company
   manufactures for its largest customer's motorcycle line. The Company will
   more fully describe this new program in future filings.

Controls and Procedures-Page 11

4. We note your statement that your chief executive officer and your chief
   financial officer have concluded the controls and procedures "are effective
   in ensuring that material information related to the Company is made known to
   them by others within the company." It does not appear that your certifying
   officers have reached a conclusion that our disclosure controls and
   procedures are effective. Please revise to address your officers' conclusions
   regarding the effectiveness of your disclosure controls and procedures.
   Please similarly revise your November 28, 2004 Form l0-Q.

   RESPONSE: The Company will amend its filings for its Annual Report on Form
   10-K for

5
<PAGE>

Kaitlan Tillan
Accounting Reviewer
Securities and Exchange Commission
March 25, 2005

   the year ended August 29, 2004 and its Quarterly Report on Form 10-Q for the
   quarter ended November 28, 2004 to reflect its officers' conclusions
   regarding the effectiveness of disclosure controls and procedures.

5. We note your disclosure that "there have been no significant changes in
   internal controls..." Please revise your disclosure to remove the word
   significant and to discuss all changes in your internal control over
   financial reporting that have materially affected, or that are reasonably
   likely to materially affect, your internal control over financial reporting,
   as required by Item 308(c) of Regulation S-B, as amended effective August 13,
   2003. Please similarly revise your November 28, 2004 Form l0-Q.

   RESPONSE: The Company will amend its filings for its most recent Annual
   Report on Form 10-K and its Quarterly Report on Form 10-Q for the quarter
   ended November 28, 2004 to discuss all changes in internal controls that have
   materially affected, or that are reasonably likely to materially affect, the
   Company's internal control over financial reporting.

Consolidated Financial Statements and Schedule -Page 16
Note 1. Summary of Significant Accounting Policies -Page 22

6. Please respond to the following comments regarding your inventories policies:

   (A) Tell us and revise the notes to your financial statements in future
   filings to explain your accounting policies with respect to how you value
   inventories at the lower of cost or market and how you determine reserves for
   excess and obsolete inventories.

   RESPONSE: The Company determines the lower of cost or market of its items in
   inventory by comparing the cost of each item in inventory to its most recent
   sales price or sales order price. If the cost of the inventory item exceeds
   90% of the most recent sales price or sales order, the excess cost is
   reserved and is included in the inventory obsolescence reserve.

   The Company determines the reserve for excess and obsolete inventory by
   analyzing the sales history of it inventory, sales orders on hand and
   indications from the Company's customers as to the future of various parts or
   programs. If, in the Company's determination, the inventory value has become
   impaired, the Company establishes an obsolescence reserve at the amount the
   Company estimates as the ultimate net realizable value for th