SecProbe.io

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Mail Stop 04-07

      April 28, 2005

Mr. John Waldstein
President, Chief Executive Officer,
     Chief Financial Officer, and Treasurer
International Electronics, Inc.
427 Turnpike Street,
Canton, MA 02021

	RE:	International Electronics, Inc.
		Form 10-KSB for the fiscal year ended August 31, 2004
		Filed November 22, 2004

		Form 10-QSB for the quarter ended November 30, 2004
		File No. 000-16305

Dear Mr. Waldstein:

      We have reviewed your supplemental response letter dated
March
28, 2005 as well as the above referenced filings and have the
following comments.  As noted in our comment letter dated March
18,
2005, we have limited our review to your financial statements and
related disclosures and will make no further review of your
documents.  As such, all persons who are responsible for the
adequacy
and accuracy of the disclosure are urged to be certain that they
have
included all information required pursuant to the Securities
Exchange
Act of 1934.

Form 10-K for the fiscal year ended August 31, 2004

Item 307/308

1. We note your response to our prior comment #1.  Please note our
general position that the revised certifications must be filed in
an
amendment to the Form 10-K.  Therefore, as previously requested,
please file the proper certifications in an amendment to the Form
10-
K.  In addition, as previously stated, the amendment must contain
the
entire filing, as revised.  See Answer to Question 17 of the
November
8, 2002 Sarbanes-Oxley Act of 2002 Frequently Asked Questions.

We also note the text of the certification provided in the
response
letter still varies from the form required by Item 601(b)(31) of
Regulation S-B.  Examples include inappropriate inclusion of Mr.
Waldstein`s titles in paragraph 1, references to "I," "my," and
"me"
in paragraph 4, and the omission of the word "financial" in
paragraph
5(i).  As we stated in Release No. 33-8124, the wording of the
required certification may not be changed in any respect (even if
the
change would appear to be inconsequential in nature), except as
expressly permitted by the staff (e.g. you may change the "other
certifying officers(s)" reference in paragraph 4 so that it is
singular).  Please file a certification with the precise language
required by Item 601(b)(31) of Regulation S-B.

2. Please revise paragraph (c) of your proposed Controls and
Procedures section to state clearly, if true, that the CEO and CFO
designed the disclosure controls and procedures to provide
reasonable
assurance of achieving their objectives.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information.  Please file your response
letter
on EDGAR. Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.

      You may contact Kenya Wright, Staff Accountant, at (202)
824-
5446 or Joseph M. Kempf, Reviewer, at (202) 942-1979 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 942-1990 with any other
questions.

							Sincerely,

							Larry M. Spirgel
							Assistant Director
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Mr. Waldstein
International Electronics, Inc.
April 28, 2005
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