SecProbe.io

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      March 15, 2005

Mail Stop 0510

Via U.S. mail and facsimile

Mr. Howard George
SI Technologies, Inc.
14192 Franklin Avenue
Tustin, CA 92780

Re: 	Schedule 14A filed March 8, 2005
File No. 000-12370

Dear Mr. George:

      We have reviewed your response and your amended 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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We restate prior comment 1.  In this regard, we note you have
not
disclosed in your filing the financial condition of the acquiring
party such that a security holder may make an informed decision
regarding the proposed transaction.  We also note your response
indicating that you have effectively provided this information by
referring security holders to the public filings of the acquiring
party.  Please consider whether you may incorporate this
disclosure
by reference and supplementally provide us your analysis.  See
Item
14(e) of Schedule 14A.
Summary Financial Projections, page 18

2. We note your disclaimers contained in the first paragraph on
page
19.  You may not disclaim responsibility for information contained
in
your filing.  Please delete these disclaimers.

Opinion of Financial Advisor, page 19

3. We restate prior comment 15 as it relates to the disclosure
under
"Select Precedent Industrial Measurement Transaction Analysis" and
"Capitalization of Earnings Analysis."

*	*	*	*

      As appropriate, please amend your filing 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
that
is filed on EDGAR 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.
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.

      If you have any questions regarding the foregoing, please do
not hesitate to call Andrew Schoeffler, Staff Attorney, at (202)
824-
5612 or, in his absence, the undersigned at (202) 942-2864.

Sincerely,

Jennifer Hardy
Branch Chief

cc:	Ms. Kathryn Moore, Esq.
Troy & Gould PC
1801 Century Park East, 26th Floor
Los Angeles, CA 90067
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Mr. Howard George
March 15, 2005
Page 1 of 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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