SecProbe.io

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Mail Stop 6010
      October 3, 2005

VIA U.S. MAIL AND FACSIMILE (612) 784-2038

Anil K. Jain
Chief Financial Officer
APA Enterprises, Inc.
2950 N.E. 84th Lane
Blaine, Minnesota 55449

	Re:	APA Enterprises, Inc.
		Form 10-K for the year ended December 31, 2004
      Filed June 28, 2005
		Form 10-Q for the quarterly period ended June 30, 2005
		File No. 000-16106

Dear Mr. Jain:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our 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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the year ended March 31, 2005

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operation, page 19

Results of Operations

Cost of Sales and Gross Profit, page 22
1. We see that your consolidated gross profit margin was 19% in
fiscal year 2005 compared to 0% in fiscal year 2004.  We also note
that the profit margin for your Optronics segment was (231) % in
fiscal year 2005 compared to (651) % in fiscal year 2004 while the
gross profit margin for your Cables and Networks segment
experienced
profit margins of 28% and 23% for fiscal years 2005 and 2004,
respectively.  Please tell us and revise future filings to provide
expanded disclosure of the variances in margins, and the factors
that
contributed to the negative gross profit margin of Optronics and
its
impact on consolidated gross profit margin. In addition, provide
details of your efforts to reverse the trend of negative margins.

Consolidated Financial Statements

Consolidated Balance Sheet, page 30
2. We note that total liabilities and shareholders` equity on page
30
do not agree with total assets. Please revise.

Note A  - Summary of Significant Accounting Policies, page 34
3. Please revise your disclosure in future filings to provide a
more
specific revenue recognition policy for all significant products
and
services.  Details should be provided to the extent that policy
differs among customers, channels and products.  The policy should
also address, where significant, customer acceptance, return
policies, post shipment obligations, warranties, credits,
discounts
and rebates and how these impact revenue recognition. In addition,
tell us whether you have any revenue arrangements with multiple
deliverables.

Note C - Sale of Optics Manufacturing Operations, page 39
4. Tell us why your statement of operations does not present the
operations of the disposed optics manufacturing business as
discontinued operations.  Refer to SFAS 144.

Note K - Stock Options and Warrants, page 45
5. We see your reference to an independent third-party appraiser
for
the valuation of your warrants on page 45.  Please note that there
is
no requirement to reference independent experts, however, if this
reference is made the third party expert should be named and their
consent included in future registration statements.  Please
consider
in future filings.

Schedule II - Valuation and Qualifying Accounts, page 52
6. We see that you reduced your inventory reserves by $936,537 in
fiscal year 2004 due to purchase price adjustment activities.
Inventory reserves are permanent reductions of inventory cost that
should not be reversed until the related inventory is sold or
otherwise disposed.  Please describe the facts and circumstances
leading to the adjustment to the inventory reserve during fiscal
year
2004.  Additionally, please reconcile the adjustments made on
Schedule II to the disclosures on pages 38 and 39 of your
consolidated financial statements.

Form 10-Q for the quarterly period ended June 30, 2005

Item 4.  Controls and Procedures, page 19
7. We note your statement that your chief executive officer and
your
chief financial officer have concluded that your controls and
procedures were sufficiently effective to ensure that the
information
required to be disclosed by the Company in the report was
gathered,
analyzed and disclosed with adequate timeliness, accuracy and
completeness."  It does not appear that your certifying officers
have
reached a conclusion that your disclosure controls and procedures
are
effective.  Please revise future filings to clearly disclose your
officers` conclusions regarding the effectiveness of your
disclosure
controls and procedures.

      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 with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  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 to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and 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 Kristin Lochhead at (202) 551-3664 or me at
(202) 551-3676 if you have questions.  In this regard, please do
not
hesitate to contact Martin James, Senior Assistant Chief
Accountant
at (202) 551-3671 with any other questions.

      Sincerely,

      Brian Cascio
      Accounting Branch Chief

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Mr. Jain
APA Enterprises, Inc.
October 3, 2005
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