SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 6010

							August 12, 2005

VIA U.S. MAIL AND FAX (949) 465-1739

Mr. Thomas C. Wilder III
President and Chief Executive Officer
Micro Therapeutics, Inc.
2 Goodyear
Irvine, California 92618

	Re:	Micro Therapeutics, Inc.
		Form 10-KSB for the year ended December 31, 2004
		Filed March 31, 2005
      File No. 000-06523

Dear Mr. Wilder:

      We have reviewed your filings and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
documents in 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 or may not
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

General

1. We note on page 13, that the company`s majority owner is ev3
LLC,
a domestic issuer that is not a small business issuer. Please note
that if an S-B issuer becomes a majority-owned subsidiary of a
domestic company that is not a small business issuer during the
year,
the S-B issuer may finish the year reporting under the S-B system,
but at the beginning of the next fiscal year, the registrant must
report under Regulation S-X/S-K. We see that you continued to
report
as a small business issuer in fiscal 2004 after ev3 obtained a
controlling interest, please tell us why you believe this
reporting
is appropriate.

Management`s Discussion and Analysis or Plan of Operation, page 22

Results of Operations, page 25

2. In general, when you cite more than one factor responsible for
a
change in a financial statement line item, the amounts of the
individual factors cited should be separately quantified and
discussed.  Please revise future filings as necessary.

Item 8A. Controls and Procedures, page 35

3. We note your disclosure that management has concluded that the
Company`s disclosure controls and procedures, as of the end of the
period covered by this report, were effective in timely alerting
him
to material information relating to the Company required to be
included in the Company`s periodic SEC filings.  The language that
is
currently included after the word "effective" in your disclosure
appears to be superfluous, since the meaning of "disclosure
controls
and procedures" is established by Rule 13a-15(e) of the Exchange
Act.
However, if you do not wish to eliminate this language, please
revise
so that the language that appears after the word "effective" is
substantially similar in all material respects to the language
that
appears in the entire two-sentence definition of "disclosure
controls
and procedures" set forth in Rule 13a-15(e).  Please revise future
filings to address our concerns.

Note 12. Facility Consolidation, page F-19

4. Please expand MD&A in future filings to make quantified
disclosure
about anticipated and actual cost savings derived from facility
consolidation during the periods presented, if material. Your
disclosures should fully conform to the guidance set forth in the
Question under "Disclosures" to SAB Topic 5-P.  Refer to the next
to
last paragraph to the referenced Question.

Note 14. Commitments and Contingencies, page F-21

5. We see that you have terminated the distributor agreements with
all of Dendron`s previous customers`; however we note that you
cannot
be certain that you have satisfied all of your obligations under
these contracts. Please tell us, and revise future filings to
disclose an estimate of the possible loss or range of loss. Refer
to
SAB Topic 5:Y.

6. We also see that you have included an accrual related to the
Dendron patent infringement litigation. Please tell us, and revise
future filings to disclose the amount accrued and an estimate of
the
possible loss or range of loss. Refer to SAB Topic 5:Y.

Note 15. Related Party Transactions, page F-23

7. Confirm that your historical financial statements reflect all
cost
of doing business, including cost incurred on your behalf by your
parent company, ev3, and any other related companies.  Refer to
SAB
Topic 1-B for guidance.

Note 16. Distributor Agreements, page F-24

8. We note that ev3 performs certain inventory management and
inventory and administrative services with respect to certain
finished goods inventory for your company. Please provide us with
further explanation regarding the services that ev3 provides. Tell
us
why it is appropriate to classify these distributor fees charged
by
ev3  as operating expenses, instead of cost of sales.  Provide the
literature upon which you relied.

      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 supplemental
information.  Detailed cover letters greatly facilitate our
review.
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
filings 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 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 Julie Sherman, Staff Accountant, at (202)
551-
3640, or me at (202) 551-3554 if you have questions regarding
these
comments.  In this regard, do not hesitate to contact Martin
James,
the Senior Assistant Chief Accountant, at (202) 551-3671.

								Sincerely,

								Angela Crane
								Branch Chief

Mr. Thomas C. Wilder III
Micro Therapeutics, Inc.
August 12, 2005
Page 4

</TEXT>
</DOCUMENT>