SecProbe.io

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Mail Stop 0306

March 9, 2005

Via Facsimile and U.S. Mail

Mr. Paul A. Kohmescher
Vice President and Chief Financial Officer
Mikron Infrared , Inc.
16 Thornton Road
Oakland, NJ  07436

	Re:	Mikron Infrared, Inc.
		Form 10-KSB for the fiscal year ended October 31, 2004
			Filed January 28, 2005
		Form 10-QSB for the fiscal quarter ended January 31,
2005
		File No. 0-15486

Dear Mr. Kohmescher:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspects
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB as of October 31, 2004

Item 6.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations - Page 21

Liquidity and Capital Resources - Page 23

1. We note your table of contractual obligations and commitments
on
page 24. This information appears similar to the information
required
by Item 303(a)(5) of Regulation S-K, but does not include all of
the
information required by that item. Please tell us why you included
this information in your Form 10-KSB. If the information was
provided
voluntarily, please revise future filings where you include this
information to be consistent with all the requirements of Item
303(a)(5) of Regulation S-K since to do otherwise may be
confusing.

Critical Accounting Estimates - Page 25

2. We note that you include "some critical areas where estimates
are
required." Please respond to the following comments:

(A) In future filings please include a discussion of all
accounting
estimates and assumptions that may be material due to the levels
of
subjectivity and judgment necessary to account for highly
uncertain
matters or the susceptibility of such matters to change, and that
have a material impact on financial condition or operating
performance.

(B) Your disclosure in critical accounting estimates should
supplement, but not duplicate, your description of accounting
policies in the notes to your financial statements. Your
discussion
should provide greater insight into the quality and variability of
information regarding financial condition and operating
performance.

(C) Please tell us why you included revenue recognition as a
critical
area where estimates are required. Please revise future filings to
explain how you use estimates in determining the amount of revenue
to
record. Cite the accounting literature upon which you relied.

(D) See Release 33-8350.

Item 8A - Controls and Procedures - Page 27

3. We note your statement that "any controls and procedures, no
matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives, and that
management must apply its judgment in evaluating the cost-benefit
relationship of possible controls."  Please revise to state
clearly,
if true, that your disclosure controls and procedures are designed
to
provide reasonable assurance of achieving their objectives and
that
your principal executive officer and principal financial officer
concluded that your disclosure controls and procedures are
effective
at that reasonable assurance level.  In the alternative, remove
the
reference to the level of assurance of your disclosure controls
and
procedures.  Please refer to Section II.F.4 of Management`s
Reports
on Internal Control Over Financial Reporting and Certification of
Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-
8238,
available on our website at <http://www.sec.gov/rules/final/33-
8238.htm>.  Please note this comment also applies to your January
31,
2005 Form 10-QSB.

4. We note your statement included in your disclosure that
management
has concluded that your disclosure controls and procedures are
effective "to ensure that material information relating to the
Company and its consolidated subsidiary is made known to
management,
including the CEO and CFO, particularly during the period when
[your]
periodic reports are being prepared, and that [your] disclosure
controls and procedures are effective to provide reasonable
assurance
that [your] financial statements are fairly presented..."  The
language that is currently included after the word "effective" in
your disclosure appears to be superfluous, since the meaning of
"disclosure controls and procedures" is established by Rule 13a-
15(e)
of the Exchange Act and is also separately presented in your Item
8A.
Please revise to limit your conclusion to state simply whether the
disclosure controls and procedures were effective.  However, if
you
elect to retain qualifying language in your disclosure, revise so
that the language is fully consistent with the definition of
disclosure controls and procedures contained in Rule 13a-15(e).
In
this regard, please note that the term "reasonable assurance" does
not appear in the definition of disclosure controls and procedures
as
set forth in the rule.  Please note this comment also applies to
your
January 31, 2005 Form 10-QSB.

5. We note your statement that "[your] CEO and CFO have concluded
that, subject to the limitations described above, [your]
disclosure
controls and procedures are effective..." Because your statement
contains the phrase "subject to the limitations above," it does
not
appear that your certifying officers have reached an unqualified
conclusion that your disclosure controls and procedures are
effective.  Please revise to address your officers` conclusions
regarding the effectiveness of your disclosure controls and
procedures.  Please note this comment also applies to your January
31, 2005 Form 10-QSB.

6. We note your statement that "[b]ased upon that evaluation ...
material information relating to the Company and its consolidated
subsidiary..." On page F-7 you refer to the company together with
its
direct and indirect wholly-owned subsidiaries. It does not appear
that your conclusion includes all consolidated entities. As such,
it
appears that your certifying officers have reached an unqualified
conclusion that your disclosure controls and procedures are
effective.  Please revise to address your officers` conclusions
regarding the effectiveness of your disclosure controls and
procedures.  Please note this comment also applies to your January
31, 2005 Form 10-QSB.

7. We note your disclosure that "[t]here have been no significant
changes in [your] disclosure controls or procedures or in other
factors that could significantly affect them during the fourth
quarter of 2004" [emphasis added].  Please revise your disclosure
as
follows:

(A) Under Item 308(c) of Regulation S-B, you are required to
disclose
any change in your internal control over financial reporting
identified in connection with the evaluation required by Rule 13a-
15
or 15d-15 that occurred during your last fiscal quarter that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting. Your current
disclosure only refers to disclosure controls and procedures. As
such, you should amend your filing to provide the required
disclosure
under Item 308(c) of Regulation S-B.

(B) Please ensure the language used in your disclosure concerning
changes in your internal control over financial reporting
indicates
whether there was any change to your internal control over
financial
reporting that has materially affected, or that is reasonably
likely
to materially affect, your internal control over financial
reporting,
consistent with the language used in Item 308(c) of Regulation S-
B.

(C) Item 308(c) of Regulation S-B requires disclosure of any
change
that occurred during the quarter that materially affected, or is
reasonably likely to materially affect, your internal control over
financial reporting, and is therefore not limited to changes that
could affect your internal control over financial reporting only
during the period covered by the report.  Please ensure that your
disclosure complies.

Please note this comment also applies to your January 31, 2005
Form
10-QSB.

Consolidated Financial Statements - Page F-1

Note 1 - Summary of Significant Accounting Policies - Page F-7

8. Please tell us and disclose in future filings your policies
with
respect to inventory reserves. We note the disclosure in your
critical accounting policies. Considering the increase in your
inventory balance and the reason therefore as disclosed on page
24,
address the procedures performed to ensure that any excess or
obsolete inventory reserves are appropriately provided for as of
October 31, 2004.

9. Please tell us and disclose in future filings how you consider
each of the criteria in SAB Topic 13.A in your revenue recognition
policies and how those criteria apply to your company
specifically.

10. We note your disclosures on page 3 that you offer one and two-
year warranties on your products.  Supplementally tell us and
revise
future filings to disclose your accounting policies for these
warranties.  In addition, if material, provide the rollforward of
your warranty liability required by paragraph 14 of FIN 45.

Note 7 - Employee Benefit Plans - Page F-14

11. We note that you have recorded an insurance asset on your
financial statements.  Supplementally tell us where you have
recorded
this asset.  Revise future filings to state where the asset is
recorded and the amount and reconcile any changes to the insurance
asset on a gross basis.

Note 12 - Related Party Transactions - Page F-19

12. We note that you borrowed $500,000 on November 27, 2002 from
two
of your officers and directors. The loans are for a term of five
years and include a 9% yield that is compounded semi-annually.
Your
other third-party debt reflects interest rates from 4.62% to
5.22%.
You state on page F-9 that the fair value of debt approximates the
recorded value based on borrowing rates currently available to
you.
Please tell us why you believe that the related party notes
include a
market rate of interest and why the fair value approximates
recorded
value.

Note 14 - Acquisition - Page F-20

13. Please tell us the cost of acquiring the IMPAC companies and
the
value assigned to the 600,000 unregistered shares of your common
stock. Tell us the significant terms of the shares issued. That
is,
explain whether the shares included registration rights. Tell us
how
you valued those shares and why.

* * * * * * * *
      As appropriate, please amend your October 31, 2004 Form 10-
KSB
and your January 31, 2005 Form 10-QSB and respond to these
comments
within 10 business days or tell us when you will provide us with a
response.  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 file your cover letter on
EDGAR.  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.

	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 filings;
* Staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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 Kevin Vaughn, Staff Accountant, at (202)
824-
5387 or me at (202) 942-2861 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Daniel
Gordon,
Branch Chief, at (202) 942-2813.

					Sincerely,

					Kate Tillan
					Reviewing Accountant
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Mr. Paul A. Kohmescher
Mikron Infrared, Inc.
March 9, 2005
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