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SEC Response Letter

 March 4, 2005

 Rufus Decker

 Accounting Branch Chief

 Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549-1004

Re:
Flow International Corporation, Annual Report on Form 10-K/A for the fiscal year ended April 30, 2004 and Form 10-Q for the quarter ended October 31, 2004 File No. 0-12448

 Dear Mr. Decker:

 We are responding to your letter dated February 10, 2005, which sets forth
comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission” or “SEC”) relating to Flow International Corporation’s (“Flow” or the “Company”) Annual Report on
Form 10-K/A for the fiscal year ended April 30, 2004 and its Quarterly Report on Form 10-Q for the quarter ended October 31, 2004. We would also like to express our appreciation to the Divison of Corporation Finance for agreeing to an extension of
the requested response date for this letter. For your convenience, each of the Staff’s comments has been included in italics and precedes the Company’s responses.

 The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in its filings with the SEC.
The Company also acknowledges that the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the Company’s filings and that the Company
understands that it may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 FORM 10-K/A FOR THE YEAR ENDED APRIL 30, 2004

 Comment applicable to your overall filing

1.
Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like. With the
exception of the comments below that specifically request an amendment, all other revisions may be included in your future filings.

 Response:

 Unless instructed otherwise, based on its review of the wording of the comments, it is the Company’s opinion that only comment # 20 requires the
filing of an amended Form 10-K for the period ended April 30, 2004 and Forms 10-Q for the quarters ended October 31, 2003, January 31, 2004, July 31, 2004 and October 31, 2004. As the Staff will note in the response to question # 20, the Company is
respectfully requesting that it be required to only refile the certifications for the above reporting periods as exhibits. All other information will be incorporated into future filings.

 1

Item 6,
Selected Financial Data, page 14

2.
Please provide a reconciliation of the balance sheet and income statement data presented for the years ended April 30, 2000 and April 30, 2001 from previously reported amounts to
restated amounts.

 Response:

 In response to this comment, the Company is providing for the Staff’s
information the requested reconciliation of the balance sheet and income statement data presented for the years ended April 30, 2001 and 2000 to show previously reported amounts and the corresponding restated amounts.

 Description of Adjustments:

 The Company has identified errors in the 2001 and 2000 Consolidated
Financial Statements related to the application of Statement of Financial Accounting Standards No. 52 (“FAS 52”), “Foreign Currency Translation”, to inter-company balances and reconciliation of inter-company accounts.

•

The Company has reviewed its treatment of foreign currency gains and losses on inter-company balances under FAS 52. The Company had been including such gains and losses in
Accumulated Other Comprehensive Loss when translating the financial statements of foreign subsidiaries. Such gains and losses should have been reported in the Consolidated Statement of Operations because the related inter-company balances were not
of a long-term investment nature. The Company has reflected the appropriate adjustments in Other Income (Expense), net.

•

The Company determined that certain of its inter-company accounts were not properly reconciled. As a result, certain historical entries that were previously recorded as foreign
currency translation losses in Accumulated Other Comprehensive Loss should have been recorded to Cost of Sales in the Consolidated Statement of Operations.

 As a result of the matters described above, the Company restated its fiscal 2001 and 2000 financial statements to include
charges to Cost of Sales of $301,000 and $209,000, respectively. These entries result from the Company’s review of historical inter-company reconciliations of which on a limited basis were not completed appropriately. The adjustments above
represent certain reconciling items that were treated as translation gains and losses at the time of reconciliation and recorded to Accumulated Other Comprehensive Loss on the Consolidated Balance Sheet. This restatement properly reflects the
transactions in Cost of Sales. In addition, the Company is restating its fiscal 2001 and 2000 financial statements to include in Other Income (Expense), net in the Consolidated Statement of Operations foreign currency losses of $1.1 million and $4.7
million, respectively. The Company had previously recorded unrealized foreign currency gains and losses from inter-company accounts to Accumulated Other Comprehensive Loss on the Consolidated Balance Sheets. In addition to these corrections, the
Company has provided for appropriate tax benefits (provisions) related to the restated amounts.

 2

 The following items in the Consolidated Statements of Operations and Consolidated Balance Sheets have
been restated:

 Year Ended

 April 30, 2001

 Year Ended

 April 30, 2000

As
previously
reported

Restated

As
previously
reported

Restated

Consolidated Statements of Operations

 Cost of Sales

$
121,378

$
121,679

$
117,914

$
118,123

 Gross Margin

83,476

83,175

75,724

75,515

 Operating Income

14,690

14,389

13,507

13,298

 Other Expense, net

(615
)

(1,706
)

(2,047
)

(6,784
)

 Income Before Provision for Income Taxes

7,027

5,635

6,462

1,516

 Provision for Income Taxes

(2,110
)

(1,597
)

(1,809
)

(264
)

 Income Before Discontinued Operations, Net of Tax and Cumulative Effect of Change in Accounting Principle, Net of Tax

4,917

4,038

4,653

1,252

 Net Income

2,509

1,630

4,656

1,255

 Income per Share:

 Basic

 Income Before Discontinued Operations and Cumulative Effect of Change in Accounting Principle

.33

.27

.32

.09

 Net Income

.17

.11

.32

.09

 Diluted

 Income Before Discontinued Operations and Cumulative Effect of Change in Accounting Principle

.33

.27

.31

.08

 Net Income

.17

.11

.31

.08

As of April 30, 2001

As of April 30, 2000

As
previously
reported

Restated

As
previously
reported

Restated

Consolidated Balance Sheets

 Deferred Income Taxes

1,882

4,246

1,900

3,752

 Total Current Assets

137,201

139,565

131,207

133,059

 Total Assets

206,945

209,309

194,639

196,491

 Retained Earnings

35,202

29,397

32,693

27,767

 Accumulated Other Comprehensive Loss

(13,078
)

(4,908
)

(8,906
)

(2,128
)

 Total Shareholders’ Equity

66,390

68,755

64,975

66,827

 Total Liabilities and Shareholder’s Equity

206,945

209,309

194,639

196,491

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

 Results of Operations, page 19

3.
Please also discuss the business reasons for the changes between periods in the gross margin and operating income (loss) of each of your segments discussed in Note 18 of your
financial statements. In doing so, please disclose the amount of each significant change in line items between periods and the business reasons for it. In addition, where there is more than one business reason for a change, attempt to quantify the
incremental impact of each individual business reason discussed in the overall change in the line item. Please show us what your revised MD&A for 2004 as compared to 2003 will look like. See Item 303(a)(3) of Regulation S-K and Financial
Reporting Codification 501.04.

 3

 Response:

 The Staff’s comments have been noted. The Company supplementally advises the Staff that the following represents how the revised MD&A for fiscal
2004 compared to fiscal 2003 will be presented. It has been changed from that originally filed to include additional discussion of the business reasons for changes between periods in both gross margin and operating income (loss) related to our
business segments.

 Results of Operations

 We analyze our business based on the utilization of
ultrahigh-pressure, either as released pressure or contained pressure. The released pressure portion of our UHP business which we call Waterjet, is comprised of the following segments: North America Waterjet, Asia Waterjet, Other International
Waterjet and Other. The contained pressure operation which is what we call Avure, is made up of the Food, North America Press and International Press segments.

 4

 Fiscal 2004 Compared to Fiscal 2003 (Restated – See Note 2 to the Consolidated
Financial Statements)

 Sales

 The Company’s sales by segment for
2004 and 2003 is summarized as follows:

Year
Ended
April 30,
2004

Year
Ended
April 30,
2003

Dollar
Change

Percent
Change

 Sales

 Waterjet:

 North America

$
59,044

$
53,995

$
5,049

9
%

 Asia

20,502

17,667

2,835

16
%

 Other International

28,160

23,279

4,881

21
%

 Other

25,155

26,892

(1,737
)

-6
%

 Waterjet Total

132,861

121,833

11,028

9
%

 Avure:

 Food

15,296

4,851

10,445

215
%

 North America Press

7,445

7,668

(223
)

-3
%

 International Press

22,007

9,763

12,244

125
%

 Avure Total

44,748

22,282

22,466

101
%

 Consolidated Total

$
177,609

$
144,115

$
33,494

23
%

 Note:
Our sales, for fiscal 2003, in the International Press segment include $338,000 of sales of Surface Preparation equipment, which utilize the released pressure technology or Waterjet. These sales have been included under Waterjet to the summary table
of Waterjet and Avure sales above and are included in the Waterjet discussion below.

 Waterjet. The Waterjet includes cutting and cleaning operations, which are focused on providing total solutions for the aerospace,
automotive, job shop, surface preparation (cleaning) and paper industries. It is comprised of four reporting segments: North America Waterjet, Asia Waterjet, Other International Waterjet and Other. The North America, Asia and Other International
Waterjet segments primarily represent sales of our standard cutting and cleaning systems throughout the world, as well as sales of our custom designed systems into the Aerospace industry. The ‘Other’ segment represents sales of our
automation and robotic waterjet cutting cells which are sold primarily into the North American automotive industry. For the year ended April 30, 2004, total Waterjet revenue increased $11.1 million or 9% to $132.9 million from $121.8 million in the
prior year. All of this growth was recorded in the North America, Asia and Other International Waterjet segments, fueled by market demand for our dynamic waterjet cutting head and improved global market conditions in the primary industries we serve.
This growth was all volume related as we did not increase prices during fiscal 2004.

 Included in the $5.0 million increase in fiscal 2004 in North American waterjet sales is a $3.3 million or 6% revenue increase over the
prior year period for sales of our domestic standard waterjet cutting systems, as compared to the domestic machine cutting tool market, which recorded a year over year improvement of 12%, according to the Association for Manufacturing Technology
(“AMT”). We do not believe that our shapecutting equipment business is as subject to cyclical fluctuations as the traditional methods tracked by the AMT. The broader machine tool market is recovering from historical lows. Our waterjets are
experiencing continued acceptance in the marketplace from their flexibility and superior machine performance. The remainder of the North America Waterjet increase relates to an increase in our aerospace business, which totaled $4.1 million in fiscal
2004 driven by the manufacture of the Airbus A380. North American automotive and automation (our ‘Other’ segment) sales decreased 6% or $1.7 million in fiscal 2004 as compared to fiscal 2003 due to the cyclical nature of the automotive
industry.

 Outside the U.S., Waterjet revenue
growth was positively influenced by growth in Asian revenues which were up $2.8 million or 16% for the year ended April 30, 2004 to $20.5 million, compared to $17.7 million in the prior year. These increases were driven largely by sales in Japan
where we experienced strong demand for our surface preparation and shapecutting systems, due in part to the refurnishment program for U.S. Navy ships based in Japan.

 Our Other International Waterjet segment represents primarily sales into Europe and South America. Revenues
from our European operations have improved by $3.0 million or 14% to $24.6 million during fiscal 2004. Market specific pricing and standardization of system offerings and a recovering European marketplace contributed to this improvement. Sales into
South America are up $1.9 million due to improvements in sales of surface preparation equipment. We are typically able to sell our products at higher prices outside the U.S. due to the costs of servicing these markets. As much of our product is
manufactured in the U.S., the weakness of the U.S. dollar also helped strengthen our foreign revenues.

 We also analyze our Waterjet revenues by looking at system sales and consumable sales. Systems revenues for the year ended April 30, 2004
were $85.0 million, an increase of $8.7 million or 11%, compared to the prior fiscal year due to strong global sales from recovering economic conditions fueled by a weaker U.S. dollar. Consumables revenues also recorded an improvement of 5% or $2.3
million to $47.8 million for the year ended April 30, 2004, compared

 5

to the prior year consumable revenue of $45.5 million. This is due to increased machine utilization by our customers in North and South America and Asia, all
of which led to higher parts consumption. Consumables revenue continues to be positively impacted by our proprietary productivity enhancing kits and improved parts availability as well as the introduction of Flowparts.com, our easy-to-use internet
order entry system.

 Avure. The Avure
operation includes the Fresher Under Pressure technology (“Food segment”) as well as General Press operations (North America Press and International Press segments). Fresher Under Pressure meets the increasing demand in the U.S. for a post
packaging, terminal pasteurization-like step (e.g. packaged ready-to-eat meats); the demand for high quality, minimally processed foods (e.g. fresh guacamole and salsas); and the demand to utilize the productivity enhancing capabilities of UHP in
food processing (e.g. shellfish), while the General Press business manufactures systems which produce and strengthen advanced materials for the aerospace, automotive and medical industries. For the year ended April 30, 2004, revenues for the Food
segment were $15.3 million, representing a $10.4 million, or 215% improvement, compared to the prior year’s revenue of $4.9 million. A portion of this increase can be attributed to the reversal in the prior year of $4.3 million of percentage of
completion revenue previously recognized on three food systems (one customer) based on the customer’s failure to fulfill its obligations under the contract terms. Additionally, in fiscal 2004, we were able to record revenue of $3.7 million on
fiscal 2003 orders where we delivered already-completed systems. These orders did not qualify for percentage of completion accounting and the corresponding revenue was recognized upon delivery and acceptance in fiscal 2004 of the system