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Electro-Sensors, Inc. Correspondence dated October 26, 2005

VIA EDGAR AND FACSIMILE

October 26, 2005

     Mr. Jay Webb, Reviewing Accountant

Securities and Exchange Commission

Division of Corporate Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

      RE:
Electro-Sensors, Inc., Form 10-KSB for Fiscal Year Ended December 31, 2004

      File No. 000-09587

Dear Mr. Webb:

        This
letter is being filed to respond on behalf of Electro-Sensors, Inc., a Minnesota
corporation, (the “Company”), to the additional comments raised by your letter
dated October 19, 2005 regarding the above-referenced filing, as amended. For ease of
reference, we have included your comments below, followed by the Company’s response
to such comments.

Form 10-KSB/A filed
July 12, 2005

             1.
          SEC Comment: Please refer to previous comment 3. We note your response to
          our comment and the subsequent amendment filed to your Form 10-KSB. However, any
          amendment filed must contain the complete text of the item being amended.
          Because the financial statements and auditor’s report are filed under one
          item in a Form 10-KSB, a change to the auditor’s report requires
          resubmission of the entire Item 7. Accordingly, please amend this filing to
          provide the complete Item 7, inclusive of the corrected auditor’s opinion
          for the year ended December 31, 2002.

Company
Response: On October 24, 2005, the Company file Amendment No. 2 to its Form 10-KSB for
the year ended December 31, 2004. Amendment No. 2 contains Item 7 in its entirety.

             2.
          SEC Comment: We note that you have not furnished the exhibit 31 and 32
          certifications in your Form 10-KSB/A. Exhibit 31 and 32 certifications are a
          required exhibit for all Form 10-KSB and the Form 10-KSB/A filings. Please refer
          to Rule 15d-14 of the Securities Exchange Act and Section III.B of
          Management’s Reports on Internal Control Over Financial Reporting and
          Certification of Disclosure in Exchange Act Periodic Reports, SEC Release No.
          33-8238. Accordingly, please amend this Form 10-KSB/A to furnish these exhibits.

Company
Response: On October 24, 2005, the Company file Amendment No. 2 to its Form 10-KSB for
the year ended December 31, 2004. Amendment No. 2 contains Exhibits 31 and 32, dated
October 24, 2005, as required by Rule 15d-14.

Very truly yours,
/s/ Bradley
D. Slye
Bradley D. Slye
President