SecProbe.io

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Mail Stop 7010
						September 7, 2005

via U.S. mail and Facsimile

Stephen R. Light
President and Chief Executive Officer
Flow International Corporation
23500 64th Avenue South
Kent, WA 98032

	Re:	Flow International Corporation
Form S-1/A filed August 26, 2005
File No. 333-125113

Dear Mr. Light:

      We have limited our review of your filing to those issues we
have addressed in our comments.    Feel free to call us at the
telephone numbers listed at the end of this letter.

Form S-1/A filed August 26, 2005

Prospectus Cover Page

1. We note your response to prior comment three stating that the
exercise price of the warrants is a negotiated price.  Please
reconcile this response with your response to prior comment three
contained in your August 8, 2005 letter stating that the basis for
the purchase price was "$3.70 (the closing price of the Company`s
stock...) increased by an additional 10%, as required by Nasdaq
Rule
2520."

Risk Factors, page 5
Under the terms of certain outstanding warrants..., page 9

2. We note your response to prior comment three.  Please clarify
what
you mean by the statement that "[t]he exercise of any currently
outstanding warrants will not trigger any adjustments."  We note
that
if the company issues common stock at a price less than the
current
market price, then the price of the common shares and number of
common shares issuable upon exercise of the lender warrants will
be
adjusted.  We also note that ten warrants give the selling
shareholders the right to purchase one common share for $4.07,
which
is less than the current market price of the common stock
disclosed
on the cover page of the prospectus, $9.00.  Please advise, and as
necessary, revise to state that as the selling shareholders
exercise
their warrants to purchase common stock at prices less than the
current market price, you must issue additional warrants to the
lender which may dilute the holdings of investors who purchase
from
the selling shareholders and discuss the further downward pressure
this may place on your stock price.

Selling Stockholders, page 67

3. We note your response to prior comment five; however, it
appears
that you did not provide the requested information regarding the
warrants discussed in footnote 2.  Please revise to provide the
percent discount received if the warrants had been exercised on
the
day the PIPE agreement was entered into.

Plan of Distribution, page 73

4. We note your response to prior comment eight and the revisions
made on page 74.  Please tell us supplementally how you arrived at
the 500 share threshold as the point at which you would be
obligated
to update your disclosures by filing a supplement.

Exhibit 5.1

5. As part of your opinion regarding the shares being validly
issued,
your opinion should include counsel`s determination that the
shares
are duly authorized.  Please revise.

6. We note that your opinion regarding the "selling shareholder
shares" includes the shares that may be issued upon the exercise
of
warrants but that you opine that the selling shareholder shares
have
been validly issued.  We note that some of the shares underlying
the
warrants have not been issued yet.  Please advise or revise.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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 filings 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.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please direct questions on disclosure issues to Tamara
Brightwell, Staff Attorney, at (202) 551-3751 or, in her absence,
to
me at (202) 551-3767.

	Sincerely,

	Jennifer Hardy
	Branch Chief

cc: 	Robert S. Jaffee
	William Gleeson
	Preston Gates & Ellis LLP
	925 Fourth Avenue, Suite 2900
	Seattle, WA 98104
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Stephen R. Light
Flow International Corporation
September 7, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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