SecProbe.io

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Mail Stop 6010

							August 26, 2005

Via U.S. Mail and Facsimile (763-476-0364)

Mr. Elwin Beaty
Chief Financial Officer
Scanner Technologies Corporation
14505 21st Avenue North, Suite 220
Minneapolis, MN 55447

	Re:	Scanner Technologies Corporation
		Form 10-KSB for year ended December 31, 2004
		Filed March 15, 2005
		File No. 000-08149

Dear Mr. Beaty:

      We have reviewed your filings and have the following
comments.
We have limited our review to your financial statements and
related
disclosures.  Where indicated, we think you should revise your
future
filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended December 31, 2004

Note 1.  Basis of Presentation and Significant Accounting
Policies,
page F-6

Accounting for Stock Compensation, page F-7

1. You state that in your fair value calculations, you assume a
volatility of 0% as your stock is thinly traded and you are
"essentially a nonpublic entity."  Please note that the provisions
of
paragraph 174 of SFAS 123 regarding the use of the minimum value
method apply only to nonpublic entities, and therefore any public
entity, regardless of the trading activity of its stock, is not
permitted to apply the minimum value method.  Revise your
volatility
assumptions in future filings to comply with the provisions of
SFAS
123.  In this regard, we refer you to paragraphs 284-285 of SFAS
123,
which provides guidance on estimating expected volatility.

Note 11 - Contingencies and Uncertainty, page F-16

2. We note that in connection with the 2003 settlement of part of
your lawsuit against ICOS Vision Systems Corp., you paid your
President $160,000 from the proceeds of the settlement.  We
further
note that this payment was in accordance with a 2002 agreement
whereby your President forgave compensation that he had earned in
exchange for the rights to a percentage of amounts collected on
patent litigation.  Despite the contingencies involved, it appears
that these payments to your President in essence are compensation
payments for past services provided.  However, we note that you
have
recorded these payments as an offset to the gain from the patent
litigation rather than as compensation expense included in your
operating expenses.  We note that your President may be entitled
to
additional amounts pending the results of other patent litigation.
Revise future filings to include any future payments to your
President in connection with this agreement as operating expenses,
or
tell us why you believe your current presentation is appropriate.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* 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.
      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Praveen Kartholy, Staff Accountant, at (202)
551-3778, Kevin Vaughn, Reviewing Accountant, at (202) 551-3643,
or
me at (202) 551-3327 if you have questions regarding these
comments.

	Sincerely,

							   	Michele Gohlke
						Branch Chief
Mr. Elwin Beaty
Scanner Technologies Corporation
August 26, 2005
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