SecProbe.io

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Mail Stop 0306

      March 24, 2005

Via U.S. Mail and Facsimile to (952) 939-8094

Jeffrey S. Mathiesen
Vice President and Chief Financial Officer
Delphax Technologies Inc.
12500 Whitewater Drive
Minnetonka, Minnesota 55343

	Re:	Delphax Technologies Inc.
		Form 10-K for the year ended September 30, 2004
		Filed December 29, 2004
      File No. 000-10691

Dear Mr. Mathiesen:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
documents 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 supplemental 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended September 30, 2004

Item 6.  Selected Financial Data - Page 12

1. In future filings, please explain the effect of any material
and
unusual or infrequently occurring items presented in each year.
We
see, for instance, that both working capital and long-term
liabilities were affected in fiscal 2003 because you reclassified
approximately $13 million of your long-term debt as current
liabilities due to your inability to meet your debt covenants.
Refer
to Item 301 (b)(2) of Regulation S-K for guidance.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

2. When you cite more than one factor in explaining a change in a
financial statement item, the amounts of the individual items
cited,
including offsetting factors, should be quantified unless it is
not
practical to do so.  We see various discussions throughout MD&A
where
the amounts of factors cited appear reasonable quantifiable.
Please
expand and apply this general guidance throughout MD&A in future
filings.

Financial Statements

Consolidated Balance Sheets - Page 32

3. Tell us supplementally and in future filings consider
disclosing
the material components of the line item "other current assets" in
a
note to the financial statements.

4. In addition, in future filings provide all the disclosures
required by paragraph 45 of SFAS 142 relating to intangible
assets.
We assume that you currently present intangible assets acquired as
part of the Delphax transactions in other assets.

Note A. Summary of Significant Accounting Policies

Accounts Receivable, Less Allowance for Doubtful Accounts - Page
36

5. We note that in fiscal year 2003 you increased the allowance
for
doubtful accounts provision by $536,000 and wrote-off $781,000 of
the
allowance in fiscal year 2004.  Please tell us and revise MD&A in
future filings to discuss the reasons for the increase in the
provision in fiscal year 2003 as well as the significant increase
in
write-offs in fiscal year 2004.

Revenue Recognition - Page 37

6. We note that several CR Series systems were produced for
placement
at customer sites for purchase evaluation.

a) Please describe to us supplementally your arrangement with your
customers during the purchase evaluation process and explain how
you
account for the assets and their related costs during that period
as
well as any revenues from the eventual sale of the assets.

b) Please explain how your accounting complies with SAB Topic 13.

7. Explain to us supplementally and in future filings address how
any
customer rights such as customer acceptance and rights of return,
and
your post-shipment obligations such as training and installation,
impact your recognition of revenue. In addition, as applicable,
disclose how discounts, credits and other sales incentive
arrangements impact the timing of revenue.

8. In future filings disclose how you account for the product
warranties you provide to customers.  We note the discussion on
page
6 of the "Business Section."  Provide all the disclosures required
by
FIN 45, including the reconciliation of the warranty reserve.

9. Revise this note in future filings to briefly explain to
investors
why you account for revenues for pre-press and finishing equipment
manufactured by others on a gross basis.

Note C. Business, Operations, and Geographic Information - Page 41

10. We note the description of your groups of products on pages 4
and
5.  In future filings please disclose revenues from external
customers for each product and service or each group of similar
products and services as required by paragraph 37 of SFAS 131.

Note F. Senior Credit Facilities and Convertible Subordinated Debt
-
Page 46

11. In future filings include a table that identifies each
facility,
the amount outstanding and the available credit as of the date of
each balance sheet.

Note J. Summarized Quarterly Financial Information (Unaudited) -
Page
50

12. We note the significant losses recorded in the fourth quarter
of
fiscal 2003. In future filings, as applicable, explain the effect
of
any unusual or infrequently occurring items presented in each
quarter.  In particular, describe any material year-end or other
adjustments reflected in the fourth quarter.  See Item 302 (a)(3)
of
Regulation S-K for guidance.

*    *    *    *

      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 amendment that keys your
responses to our comments and provides any requested supplemental
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 responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing reviewed by the staff to be
certain
that they have provided all information investors require for an
informed 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 filing;

* 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 Traci Hornfeck, Staff Accountant, at (202)
824-
5565 or me at (202) 942-1984 if you have questions regarding these
comments.

							Sincerely,

							Martin F. James
							Senior Assistant Chief
Accountant
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Mr. Jeffrey S. Mathiesen
Delphax Technolgies, Inc.
March 24, 2005
Page 3

Mr. Jeffrey S. Mathiesen
Delphax Technolgies, Inc.
March 24, 2005
Page 2

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