SecProbe.io

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           INTERMAGNETICS
[GRAPHIC]-------------------
         GENERAL CORPORATION

                                October 28, 2004

Mr. John Hartz
Senior Assistant Chief Accountant
United States Securities and Exchange Commission
Washington, DC  20549-0510

                  RE: 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 advice 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.

         RESPONSE:
         The Company will revise future filings to delete any reference to the
         advice of experts unless consents are included in accordance with
         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.

         RESPONSE:
         In future filings we will state that these contracts are essentially
         fixed price best efforts and, as such, do not require any minimum
         commitments.

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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:
         o    Expand on risks faced in the industry
         o    Quantify in more detail results of operations, such as changes in
              sales year over year
         o    Improve organization to include headings and subheadings
         o    Focus on trends and events in business

         RESPONSE:
         We have reviewed Release No. 33-8350 and we will expand and quantify
         our MD&A as appropriate. Additionally, we will include headings and
         subheadings and focus on trends relevant to our 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.

         RESPONSE:
         The above referenced funding was 100% gross profit because we incurred
         the associated expense in a period before the funding was approved. For
         example: during fiscal 2004 two government contracts were negotiated
         with a provision to bill for costs expensed in fiscal 2003 that related
         to the contracts desired result. These costs were not billable under
         any other contracts that existed during fiscal 2003. Although the
         Company had no responsibility to continue working on the project once
         funds were exhausted, the Company decided the advancement of the
         science was important enough to continue to support development of the
         technology. In future filings the Company will more clearly describe
         the transaction that gave rise to the margin improvement.

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.

         RESPONSE:
         The Company internally views its contribution to the Energy Technology
         Segment as an investment or commitment to developing the technology
         rather than an operating loss. For example, whenever this segment's net
         operating loss is reduced from period to period we view that as a
         reduction in our "net investment". In future filings we will describe
         the "net investment" with net operating loss parenthetically along side
         as follows "net investment (net operating loss)".
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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.

         RESPONSE:
         We believe these measures provide shareholders and prospective
         shareholders with important information that is more representative of
         the Company's performance. This information is provided to allow the
         reader to understand the effectiveness or ineffectiveness of the
         operating unit by giving a more detailed explanation of expenses. In
         the future, however, the Company will include only such pro forma
         information that complies with rule 11-02 of Regulation S-K.

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 filings.

         RESPONSE:
         Again, we present this information for clarification and as comparison
         for the benefit of the reader and believe it accurately portrays the
         underlying performance of the Company. That being said, we will no
         longer present such measures in future filings.

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.

         RESPONSE:
         The contracts discussed in this section do not contain minimum purchase
         commitments. Rather, these are requirement contracts that commit these
         vendors to supply materials as needed by Intermagnetics. We will
         continue to ensure that our filings include the effect of minimum
         purchase requirements, if any, in our supply 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."

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         RESPONSE:
         In future filings we will provide appropriate disclosure regarding
         interest payments in the liquidity table. Additionally, the Company
         will address the funding obligation under our pension plans.

Critical Accounting Policies and Estimates - Goodwill

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

         RESPONSE:
         Due to recent acquisitions goodwill has increased significantly in
         fiscal 2004 and 2005. In future filings we will disclose our
         significant judgments used to test impairment and, to the extent we
         obtain their consent, our utilization of a qualified independent
         consultant, Standard and Poor's Corporate Value Consulting, to support
         our testing methodologies. We will expand our disclosure as follows:

         Goodwill and other long-lived assets are reviewed for impairment
         whenever events such as significant changes in the business climate,
         plant closures, changes in product offerings, or other circumstances
         indicate that the carrying amount may not be recoverable. The Company
         performs a test for goodwill impairment annually during the second
         quarter of each fiscal year. The determination of whether these assets
         are impaired involves significant judgments such as long term revenue
         projections, weighted average cost of capital, product cost reductions,
         market penetration and sufficient Product Research and Development to
         keep pace with market demand. Changes in strategy and/or market
         conditions may result in adjustments to recorded asset balances.

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     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).

         RESPONSE:
         In future filings non cash compensation will be classified based on the
         nature of the cost as follows:

         Product research and development                               $x,xxx
         Selling, general and administrative:
                  Non-cash stock based compensation                      x,xxx
                  Other selling, general and administrative              x,xxx
         Amortization of Intangibles                                     x,xxx
                                                                        ------
                                                                         x,xxx
                                                                        ------

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.

         RESPONSE:
         The following is the differentiation of the accounting of the various
         revenue contracts and the supporting literature:

         (i)    The nature of our contracts with the US Government is that of a
                contractor performing work on a Cost type Best- Efforts
                contract. Per AICPA Guide: Audits of Federal Government
                Contractors, Chapter 3, paragraph 3.50, Intermagnetics is
                providing a Fixed-Price Best-Efforts R&D Cost-Sharing
                arrangement. However, per paragraph 3.55, conditions relating to
                the requirement to net the external funds received against our
                research and development expenses are not met. The products we
                are developing under these contracts are first generation high
                temperature superconducting devices and second generation high
                temperature superconducting wire. Typically, the customers for
                these products are from the power generation and transmission
                markets. The Federal Government is not expected to be the sole
                or principal ultimate customer of the products directly
                resulting from this R&D activity. Therefore per paragraph 3.55,
                the conditions necessary to net funds against R&D expenses do
                not exist. As a result, Intermagnetics must use the basic
                accounting policy for government contracts. Intermagnetics
                recognized the funding received from the US Government as
                contract revenue, based on costs incurred to date plus earned
                profit. Per SOP 81-1, this is consistent with the
                percentage-of-completion method used to recognize contract
                revenue.

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         (ii)   To enhance our largest customer's competitiveness in the market
                place, the Company enters into Research and Development
                contracts with that customer to develop more functionality or
                abilities that improve the performance and utility of the
                products we provide. We have also entered into contracts with
                other Magnetic Resonance Imaging system integrators providing
                these types of services. Throughout this development process,
                revenue is being recognized on a percent-of-completion method.
                The costs incurred, as services are performed, provide a
                reasonable estimate of results of completion and a reliable
                measure of progress. Typically the milestone value does not
                determine the value recognized as revenue. Most often programs
                are invoiced at cost incurred plus earned profit which is less
                than the milestone value primarily as a result of the program
                progressing to schedule. The funding provided by these contracts
                is not related to any future steady state production version of
                the developed product. Pricing for the production version of the
                developed product is negotiated separately. Therefore, this
                revenue is for services performed and as such represent a
                separate earnings process. Additionally, there are no continuing
                performance obligations related to these services. The Company's
                only obligation is to successfully complete the milestone. As
                such, we believe the appropriate authoritative literature
                regarding this type of contract is also SOP 81-1 and we use the
                percentage-of-completion method to recognize this type of
                contract revenue. See example below the next paragraph.

         (iii)  Under long-term development we typically are developing newer
                more advanced products for our customers. These products are
                revolutionary not evolutionary in nature and typically take
                longer to develop than d