SecProbe.io

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Mail Stop 03-06

April 13, 2005

Via Facsimile and U.S. Mail

Mr. J. van den Belt
Chief Financial Officer
Oce N.V.
Urbanusweg 43
5900 MA Venlo
The Netherlands

	Re:	Oce N.V.
		Form 20-F for the fiscal year ended November 30, 2004
and
related materials
      File No. 000-13742

Dear Mr. van den Belt:

      We have reviewed your filings and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments. Where indicated, we think you should revise your
documents in future filings 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.
.

Form 20-F for the fiscal year ended November 30, 2004

Item 5.  Operating and Financial Review and Prospects - Page 28

1. We note you incorporate by reference the 2004 Annual Report to
your Form 20-F.  We note that in that Annual Report, you have
presented EBITDA, which is a non-GAAP financial measure.  In
accordance with Item C, part (e) of the General Instructions to
Form
20-F, you are required to include all of the disclosures required
under Item 10 of Regulation S-K for each non-GAAP financial
measure
you include in your Form 20-F.  Revise future filings to include
the
following:

a) A presentation, with equal or greater prominence, of the most
directly comparable GAAP financial measure;

b) A reconciliation of the differences between the non-GAAP
financial
measure and the most directly comparable GAAP financial measure;

c) A statement disclosing the reasons why your management believes
that presentation of the non-GAAP financial measure provides
useful
information to investors regarding the registrant`s financial
condition and results of operations; and

d) A statement disclosing the additional purposes, if any, for
which
your management uses the non-GAAP financial measure.

Supplementally provide us with your proposed revised disclosures.

Significant Accounting Policies, Assumptions, Estimates, and
Judgments - Page 30

2. We note that you have a significant inventory reserve of Euro
178.8 million, or 36% of gross inventory of Euro 496.1 million as
of
November 30, 2004.  As this is a significant reserve on your
balance
sheet, it appears your inventory valuation is a significant
accounting estimate.  Revise future filings to include discussion
in
your critical accounting policies regarding your inventory
reserve.
Include discussion of what factors you considered in determining
the
reserve and the significant assumptions made and estimates used
that
were involved in the calculation.  Discuss the susceptibility of
these estimates to change.  Provide your proposed disclosures
supplementally.  Alternatively, if you do not believe this is a
critical accounting estimate, advise us.

A. Operating Results - Page 33

3. We note that you recorded significant inventory charges in each
of
the last three years.  Tell us supplementally and revise future
filings to discuss the reasons for the significant charges.  Tell
us
supplementally and revise future filings to discuss what impact,
if
any, sales of inventory previously written down had on your gross
margins for the periods presented or, if not sold, discuss your
plans
to dispose of the inventory that has been previously written down.

Item 15.  Controls and Procedures - Page 57

4. We note your disclosure that management has concluded that your
disclosure controls and procedures are "are effective to provide
reasonable assurance that information required to be disclosed by
the
Company in the reports filed or submitted by it under the Exchange
Act is recorded, processed, summarized and reported within the
time
periods specified in the SEC`s rules and forms, and to provide
reasonable assurance that information required to be disclosed by
the
Company in such reports is accumulated and communicated to the
Company`s management, including its principal executive officer
and
principal financial officer, as appropriate to allow timely
decisions
regarding required disclosure."  In future filings, please omit
the
"to provide reasonable assurance that" language that currently
appears after the word "effective" in your Item 15 disclosures in
the
Form 20-F.  While you may, if desired, state that your disclosure
controls and procedures are effective "at the reasonable assurance
level," we do not believe that the "to provide reasonable
assurance
that" language is consistent with the definition of disclosure
controls and procedures set forth in Rule 13a-15(e) of the
Exchange
Act.

5. We note your disclosure that "during the year ended November
30,
2004, there have not been any significant changes in the Company`s
internal control over financial reporting ..." Please revise your
disclosure in future filings to remove the word significant and to
discuss all changes in your internal control over financial
reporting
that have materially affected, or that are reasonably likely to
materially affect, your internal control over financial reporting,
as
required by Item 15(d) of Form 20-F.

Certifications Required by Rule 13a-14(a) of the Securities
Exchange
Act of 1934, as amended

6. We note that the certifications required by Rule 13a-14(a) of
the
Securities Exchange Act of 1934 were not in the proper form. The
required certifications must be in the exact form prescribed; the
wording of the required certifications may not be changed in any
respect, except for the modifications temporarily permitted to be
made to the fourth paragraph of the certification pursuant to Part
III.E of Release No. 8238. Accordingly, please revise in all
future
filings to include the exact form prescribed by Rule 13a-14(a) of
the
Securities Exchange Act.

      *    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your 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 Tara Harkins, Staff Accountant, at (202)
824-
5496, Kevin Vaughn, Staff Accountant at (202) 824-5387 or me at
(202)-942-7903 if you have questions regarding these comments.

							Sincerely,

							Michele Gohlke
							Branch Chief

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Mr. van den Belt
Oce N.V.
April 12, 2005
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