SecProbe.io

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April 6, 2005

Mail Stop 0306

Mr. Timothy C. Clayton
Chief Financial Officer
PPT Vision, Inc.
12988 Valley View Road
Eden Prairie, MN 55344

      Re:	PPT Vision, Inc.
		Form 10-KSB for Fiscal Year Ended October 31, 2004
		Form 10-QSB for Fiscal Quarter Ended January 31, 2005
		File No. 000-11518

Dear Mr. Clayton:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-QSB for the Fiscal Quarter Ended January 31, 2005

Item 3. Controls and Procedures - Page 17

(a) Evaluation of Disclosure Controls and Procedures

1. We note your statement that the chief executive officer and
chief
financial officer have concluded that the company`s disclosure
controls and procedures are effective as of January 31, 2005.
However, you also state that, several days subsequent to the date
of
your evaluation of your disclosure controls and procedures, you
failed to timely file a proxy statement.  In light of that
untimely
filing, please revise your disclosure to explain how your chief
executive officer and chief financial officer were still able to
conclude that your disclosure controls and procedures were
effective
as of January 31, 2005.  For example, if true, you can state that
your disclosure controls and procedures were effective including
consideration of the untimely filing, so long as you provide
appropriate disclosure explaining how the disclosure controls and
procedures were determined to be effective in light of the
untimely
filing.  Alternatively, if true, you can state that, given the
untimely filing, your disclosure controls and procedures were not
effective.

(b) Changes in Internal Control Over Financial Reporting

2. We note your statement that there have been no "other" changes
in
your internal control over financial reporting.  Please revise
your
disclosure regarding changes in your internal control over
financial
reporting to specifically identify each change in your internal
control over financial reporting that occurred during the quarter
that has materially affected or that is reasonably likely to
materially affect your internal control over financial reporting,
as
required by Item 308(c) of Regulation S-K.  In the alternative,
please supplementally confirm to us, if true, that there were no
changes in your internal control over financial reporting that
occurred during the quarter that have materially affected or are
reasonably likely to materially affect your internal control over
financial reporting.

* * * * *

       As appropriate, please amend your January 31, 2005 Form 10-
QSB
and respond to these comments within 10 business days or tell us
when
you will provide us with a response.  You may wish to provide us
with
marked copies of the amendment to expedite our review.  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
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 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 Tom Dyer, Staff Accountant, at (202) 824-
5564
or me at (202) 942-2861 if you have any questions.  In this
regard,
do not hesitate to contact Michele Gohlke, Branch Chief, at (202)
942-7903.

							Sincerely,

							Kate Tillan
							Reviewing Accountant

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Mr. Timothy C. Clayton
PPT Vision, Inc.
April 6, 2005
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