SecProbe.io

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Mail Stop 0510

October 14, 2004

via U.S. mail and facsimile

Mr. Glenn H. Epstein
Chairman and Chief Executive Officer, Intermagnetics General
Corporation
450 Old Niskayuna Road
Latham, NY  12110

	RE:	Form 10-K for the fiscal year ended May 30, 2004
		Form 10-Q for the period ended August 29, 2004
		Form 8-K/A dated September 29, 2004
			File No. 1-11344

Dear Mr. Epstein:

		We have reviewed these filings and have the following
comments.  If you disagree with a comment, 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 filing.  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 May 30, 2004

General

1. We note that you have referred to experts under Critical Accounting
Policies ("These provisions are based upon, in part, the advise from
environmental engineers..."); Note B ("The Company obtained an
independent valuation from a nationally recognized valuation firm...);
and Note E ("The value of the options has been determined by an
independent valuation consultant...".  Delete your reference to these
experts or identify them in future filings.  We remind you that if you
refer to and identify these experts, you must include their consents
when the reference is included in a filing in the 1933 Act
environment.  Refer to Section 436(b) of Regulation C.

Item 1. Business Description

Energy Technology Segment

2. On page 14, you mention that SuperPower, SEI and BOC have agreed to
share costs that are not covered by third party funding.  In future
filing, please clarify whether or not there are any minimum
commitments under this agreement.   If so, ensure that your
contractual obligations table adequately addresses these commitments.

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

General

3. In future filings, please consider the guidance presented in
Release No. 33-8350: Interpretation - Commission Guidance Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations in future filings.  Some areas to expand
include:
* Expand on risks faced in the industry
* Quantify in more detail results of operations, such as changes in
sales year over year
* Improve organization to include headings and subheadings
* Focus on trends and events in the business

Results of Operations

4. You indicate on page 28 that 2004 margins in Energy Technology
increased over 2003 because of   "the receipt of about $1.2 million of
funding for costs incurred in the prior year".  Based upon your stated
accounting policies, it is unclear to us how the funding of costs
impacts your gross margins.  Please advise and revise future filings
to clarify.

5. It is unclear to us what you mean by "...a decrease in our net
investment in the Energy Technology segment of about $805,000..." in
your discussion of fiscal year 2004 operating income.  Please advise
and revise your future filings to clarify.

6. We note your second pro forma presentation on page 32 includes
adjustments that may not be factually supportable and directly
attributable to the transaction.  We also note that you may have
inappropriately eliminated nonrecurring charges incurred by Invivo.
Refer to Rule 11-02 of Regulation S-X and ensure that future filings
only include pro forma financial information that complies with this
guidance.

7. We note your presentation of the non-GAAP measure operating income
excluding internal acquisition and integration costs.  We note that
you incur similar costs in the first quarter of fiscal year 2005.  As
such, it does not appear that this measure fully complies with Item
10(e)(ii)(B) of Regulation S-K.  Please do not present such measure in
future fillings.

Liquidity and Capital Resources - Contractual Obligations

8. You indicate under the section MRI Segment`-- Raw Materials and
Inventory that the Company has long-term supply agreements with two of
its vendors.  However, we note that the purchase commitments presented
in the contractual obligations table only go through the end of fiscal
year 2005.  Please ensure that future filings include any minimum
purchase requirements under these agreements.

9. In future filings, include your interest commitments under your
interest-bearing debt in this table, or provide textual discussion of
this obligation below the table.  If you provide a textual discussion,
the discussion should quantify the interest payments using the same
time frames stipulated in the table.  In addition, address your
funding obligations under your pension plans.  Refer to footnote 46 to
Release 33-8350 "Interpretation:  Commission Guidance Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations."

Critical Accounting Policies and Estimates - Goodwill

10. As Goodwill has significantly increased over the prior year, in
future filings, please identify and expand upon and identify your
"significant judgments" used by management to test for impairment.

Item 8. Financial Statements and Supplementary Data

Income Statement - Stock Based Compensation

11. In future filings, charges for noncash compensation should be
classified based on the nature of the cost (i.e. selling, general and
administrative.)

Note A - Significant Accounting Policies - Revenue Recognition

12. We note that you net the revenues you have earned under research
and development contracts and long-term development contracts against
your research and development costs.  Differentiate for us your
accounting for (i) research and development contracts with the federal
government, (ii) research and development contracts for other
customers and (iii) long-term development contracts.  Provide the
authoritative literature that supports your accounting for each of
these types of contracts.

13. Notwithstanding the above comment, if it is appropriate to record
the federal government funding you receive as an offset to your R&D
expense, (i) do not refer to such funding as "sales", (ii) remove this
disclosure from your revenue recognition accounting policy and (iii)
provide the disclosures required by paragraphs 3.56 of the AICPA Audit
and Accounting Guides - Audit of Federal Government Contractors.

14. We note that when it appears probable that estimated costs will
exceed funding and the company is not successful in securing
additional funding, the company records the estimated additional
expense before it is incurred.  For each type of contract addressed
above, provide us the authoritative literature you relied on and
identify the nature of the costs you accrue.  Also quantify for us the
amounts accrued in each period presented.

Note D - Long-Term Debt

15. The company discloses that its credit facility "contains a
prepayment provision whereby certain amounts borrowed must be repaid
upon the occurrence of certain specified events and conditions,
including under certain circumstances issuance of any equity, proceeds
from the issuance of any additional debt, certain asset sales..." In
future filings, please expand this disclosure by specifying the
significant events and conditions, circumstances and what amounts must
be repaid.

Note E - Shareholders` Equity

16. In future filings provide the disclosures required by paragraph
2(e) of SFAS 148 your Summary of Significant Accounting Policies
footnote.

Form 10-Q for the Quarter ended August 29, 2004

17. Amend your Form 10-Q to include the revised Item 307 of Regulation
S-K language in Item 4. Controls and Procedures.  Refer to Rule 33-
8238.

Form 8-K/A#1 dated September 29, 2004

18. Amend your Form 8-K to include the unaudited condensed
consolidated financial statements of MRID that comply with the form
and content requirements of Rule 10-01(c) of Regulation S-X.

*    *    *    *

		Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please file the
amendment to your Form 10-Q and Form 8-K and provide us with a
supplemental response letter that keys your responses to our comments
and provides any requested supplemental information.  Detailed letters
greatly facilitate our review.  Please file your supplemental response
on EDGAR as a correspondence file.  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 filings reviewed by the staff to be certain
that they have provided all information investors require.  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 their 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.

If you have any questions regarding these comments, please direct them
to Ryan Rohn, Staff Accountant, at (202) 824-5525 or, in his absence,
to Jeanne Baker, Assistant Chief Accountant at (202) 942-1835, or the
undersigned at (202) 942-1798.

							Sincerely,

							John Hartz
							Senior Assistant Chief Accountant

Mr. Glenn H. Epstein
October 14, 2004
Page 6 of 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

       DIVISION OF
CORPORATION FINANCE

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